City of Whispers
by Vector Z
Summary: The virtual realm of Lyoko has always been uninhabited... or so they thought.
1. Prologue: A Meeting with the Dark Krabe

Prologue: A Meeting With the Dark Krabe 

The first thing Ulrich noticed was the sky above him. It was the pleasant shade of orange that always came with sunset. Looking around, he saw that for some reason he was lying in the middle of a road. Thankfully, there were no cars around. Then again, there were no people around either, or any sign of life at all.

Ulrich got up and looked around. He shivered a little, feeling a little cold, which was understandable for that part of the year. It looked like he was on Park boulevard, one of the main thoroughfares of the city. He had been there many times with his friends on weekends, just to hang out or get some ice cream. What was unusual was the total emptiness.

"Hello?", Ulrich shouted out. "Is anyone here?"  
Silence.  
Then, some nearby, familiar laughter. Ulrich spun around to see Odd and Yumi, walking along together a short distance off.  
"Hey! Guys!", Ulrich shouted out, running over to them. "Boy, am I ever glad to see you. Where is- hey! What are you doing?"

Yumi and Odd were standing in front of him, arm in arm, smiling as if they couldn't been happier with each other's company. Odd leaned over and gave Yumi a peck on the cheek.Ulrich just stared at them. He had felt strange before. What had he been doing just lying there in the middle of the street? Now, seeing Odd and Yumi's obvious feelings for each other, he felt even stranger. He should have felt jealous, enraged, even. But he felt detached from any emotion at all.

In any case, Odd and Yumi were obviously happy to see him. They didn't seem to think Ulrich had any reason for being jealous either.  
"Hi, Ulrich!", said Yumi, pleasantly. "Do you want to come with us? We're going over to meet Jeremie and Aelita by the ice cream shop"  
Ulrich heard himself say "Sure, why not? Lets go!". The thing was, he never made himself say it. The words just came out of his mouth as if they had been put there previously.

The three of them began walking down the road.  
"Hey, by the way," said Ulrich, "Where are all the other people?"  
"What other people?", Odd asked.  
"Just everybody... all the... people...", Ulrich struggled to say. For some reason, any memories he had of this ever being a busy street were fading away. It was as if the street had always been this deserted.

Odd shrugged. "I have no idea what you're talking about, buddy.", he said.  
They were nearing the familiar ice cream shop, and Ulrich could see Jeremie and Aelita standing there, each with an ice cream cone in hand. They were talking and laughing together, between licks. Why were they eating ice cream in the middle of January?

Aelita spotted them first. "Hey!", she shouted out, waving. "William, Sissi, over here!"  
"Wait." Ulrich thought. "William? Sissi?"  
He whirled around to look at the two people that had been following him. They were Sissi and William, alright. Odd and Yumi were nowhere in sight.

Feeling numb, Ulrich went over with them to Jeremie and Aelita.  
"Hi guys.", said Sissi, in Odd's voice. "How's it going?"  
"Sorry we're late.", said William, in Yumi's voice.  
"Not a problem.", said Jeremie. He produced two more ice cream cones out of thin air and gave them to William and Sissi.

Ulrich walked over to Jeremie. "Jeremie, what's going on? Where is everybody? What happened to Odd and Yumi, and why are William and Sissi here?"  
Jeremie looked up, surprised. He looked at Ulrich with no hint of recognition. "Who are you?", he asked.  
"He's just some crazy stranger that followed us here.", said William, still in Yumi's voice. "Don't pay any attention to him."  
"What!", exclaimed Ulrich.

Ulrich watched them eat their ice cream, in total disregard to the increasing cold that came with nightfall. Suddenly, all four of them were distracted by a beeping from Jeremie's laptop. Ulrich couldn't recall seeing Jeremie with is laptop before, but it was there now, right beside where Jeremie was sitting on the ice cream shop's steps. Jeremie opened it and frowned.  
"Activated tower.", Jeremie said with certainty. "Xana is at it again."  
"Then let's go!", said Sissi, jumping up, this time in Mrs. Hertz's voice.  
So Sissi and William were part of the group now? Go figure. It made about as much sense as everything else that had happened, which was absolutely nil.

The four of them took off down the road running, while Ulrich watched them go.  
"Hey! Ulrich! Are you coming or what?", shouted Jeremie. He didn't seem to realize that he had seen Ulrich as a stranger just minutes ago.  
"Guess I'm back in the group." Thought Ulrich, as he ran after them.

He began to notice, as he ran with what were supposedly his friends, that they weren't exactly on Park boulevard anymore. The familiar buildings were fading out, being replaced with geometric, colored shapes, some of which were on the ground and some of which were floating in midair. It was at this point that Ulrich began to notice a vaguely familiar clanking sound. He also noticed that the other four had slowed to a walk. Despite the fact that he was still running, he couldn't move fast enough to pass them.

"Why are we slowing down?", Ulrich asked. "What about the Xana attack?"  
"What's a Xana?" Aelita asked, speaking up for the first time.  
Ulrich looked at her, dumbfounded. He had seen some crazy things so far, but this was the worst.

The clanking sound was getting louder. "The darkness approaches.", Aelita said. There was no fear, no anticipation in her voice, and no explanation. Just the simple statement of fact.  
"It's time we left.", William said solemnly, this time in his own voice. "Goodbye, Ulrich."  
Jeremie, Aelita, Sissi and William split up, all turning their backs on Ulrich. They walked away, then shimmered and disappeared as if they had never existed. It was night now, and the streetlamps were on. He was alone again. Just him... and the clanking sound, increasing in volume. He realized that this was because the source of the noise was getting closer. His situation had just passed from bizarre to creepy.

Ulrich backed up, into the light of one of the lamps. Suddenly, a large dark shape emerged from an alleyway between two large blue cubes. Ulrich recognized it immediately. The Krabe took several steps forward, into the light of one of the lamps. It was unlike any other Krabe he had ever seen. It was jet black from head to toe, its eyes a gleaming purple. There was no Xana symbol on its shell. Ulrich drew his katana from its sheath, sparing no thought to the fact that he had most certainly not had it before.

The Krabe stepped forward from its own circle of light to Ulrich's. Then, incredibly, it spoke.  
"Welcome, Ulrich.", it said, in a dark voice. "I am glad you could make it."  
"Who... what are you?", Ulrich asked, nervously. "Well, if you're so eager to find out, why don't you fight me?" Ulrich narrowed his eyes. "Gladly."

He leaped up twenty feet into the air easily, then landed on the Dark Krabe's back. He plunged his sword into the place where the mark of Xana should have been. But nothing happened. The Krabe didn't seem fazed in the least bit. Ulrich drew his sword out of the monster's shell, only to see the wound he had made seal up and disappear.  
"A valiant effort, but useless.", said the Dark Krabe. Without warning, it bucked like a wild bull, throwing Ulrich off. It caught him in one of its claws and then threw him at a nearby red pyramid. Ulrich hit the pyramid and bounced off, rolling back in front of the Krabe.

It placed one of its forelegs firmly on Ulrich's chest, not hurting him, but still pinning him to the ground.  
"You're not really a Krabe, are you.", Ulrich said accusingly.  
It shook its massive head.  
"So this is Xana's attack.", Ulrich muttered.  
The creature just laughed. "Xana is so far beneath me his name is worthless to me."  
"Then what are you?"  
It was silent.  
"Answer me!"  
"I am everything from the D you got on your last math test to total nuclear war. I am starvation, sickness, pain, and death. I am the fire, the earthquake, the tornado and the tsunami rolled into one. I am all people's evil intentions and actions. I am everything that keeps the Earth from Utopia. I am everything that is wrong with the world."  
"That's quite a boast."  
"Do I fail to impress you? Then let me shed this form I have taken on, the one that I took so that I would not alarm you."

Slowly, horribly, the Dark Krabe began to morph. It stood on its hind legs, which grew feet to support the rapidly changing shape of the body. Twenty arms grew out of each side of the torso, and the glass covers of the eyes burst, letting a milky white fluid flow upward into a lumpy ball. Flaps started opening on the ball, and suddenly dozens of eyes were staring down at Ulrich from the repulsive head. The hatch on the Krabe's underside became a gaping, foaming mouth, dripping with poison. The end result was something straight out of hell, the sort of creature dreamed up by movie producers to star in their horror films, but a thousand times worse. Ulrich crawled backwards, staring up in horror at the creature before him.

"It is time to die, Ulrich." The creature raised its twenty arms, and both the moon and the sun rose at once, from opposite ends of the sky. They met in the middle of the sky, forming a solar eclipse, that quickly was a black hole instead. The streetlamps, the weird block buildings, even the road itself started breaking up and flying up into the sky, disappearing into the hole. Ulrich's situation had just passed from creepy to terrifying.

One of the creature's arms reached out and grabbed Ulrich. It raised him up to its many-eyed head, and every pupil focused on him. His legs were dangling in front of the foaming mouth on its torso. Ulrich was in mortal panic, unable to move a muscle in his terror.  
"Before you die, I have one thing to say to you. Ulrich... IT'S TIME TO GET UP!"  
The monstrous head had suddenly replaced with Odd's. The flying debris froze in their tracks. Ulrich lost it.

He screamed as loud as he could, closing his eyes. When he opened them again, he was sitting bolt upright in his dormitory bed, sweating. Odd was standing a few feet away, his arms raised in front of his head in a self-protective posture, a look of terror on his face. Seeing Ulrich calm down, he relaxed.  
"Ulrich! The next time you're going to scream like that when I wake you up, warn me! C'mon, sleepyhead, we're late for breakfast!"

Odd dashed out the door without another word. Ulrich looked around carefully. The dorm room was exactly as it had been last night. Ulrich realized with a nervous chuckle what had happened to him, then lay back down on the bed, staring at the ceiling for a minute, a look of sadness on his face. He followed Odd out the door without another word.


	2. Chapter 1: Disturbed

Chapter 1: Disturbed 

It was a typical Friday morning at Kadic. It was sunny out, and many of the students were having breakfast, including Jeremie, Aelita, and Yumi.  
"Where are Ulrich and Odd today?", Yumi asked. "They're usually here by now."  
In response to her question, Odd walked up to the table and sat down, his tray laden with food. He said "Good morning." To the three of them and then dug into his plate without another word.

"Odd, where's Ulrich?", Yumi asked.  
"Ulrich? I think he's on his way down. I wanted to wake him up so we wouldn't miss breakfast, but when I did, he sat bolt upright screaming. Scared me half to death too."  
Yumi raised an eyebrow at this strange explanation.  
"See? He's right over there.", Odd said, pointing.

Ulrich was walking over to their table with a tray, his head down. He sat down without a word to any of his friends, and began to pick at the food on his plate. He didn't look very happy.  
"Ulrich? Are you okay?", Yumi asked, concerned.  
"Yeah. I'm fine.", Ulrich said glumly.  
"Ulrich, you've been like this for days now.", Jeremie said. "What's wrong?"

Ulrich sighed. "Do you really want to know?", he said.  
The others nodded.  
"Well," he began, "It's just this... dream... I've been having."  
"A what?" Jeremie asked.  
"A dream!" Ulrich said, loudly enough to make some of the other students turn and look at him. Ulrich turned to glare at them, and they all turned back to what they were doing. All except three people who they knew well but didn't like very much. Neither Ulrich or his friends saw that they were still listening.

Ulrich went on and told them about the dream. Yumi and Odd blanched when he told them that they were a couple, Jeremie let out a disbelieving "pftttt!" When he told them about William and Sissi coming with them to fight Xana, and when they forgot who Xana was, and Aelita shivered when he described the monster that nearly ate him.  
"And I've been having this nightmare every night for two weeks straight. Whenever I'm dreaming, I don't remember having dreamed it before, so it never fails to scare me."

Yumi, Aelita, Jeremie, and Odd looked around at each other, feeling sorry for Ulrich.  
"Jeremie," said Aelita, "Do you think it means anything? Like my dreams, which led us to find Franz's diary?"  
"I don't think so. Reoccurring nightmares happen to a lot of people, and Ulrich doesn't have a nasty virus in him that can be used to induce visions."  
"I hope you're right, Einstein," said Odd, "Because I'd hate to come face to face with that thing in real life."

The three eavesdroppers decided at this point to come over to talk to them. Ulrich was never happy to see Sissi, Nicholas, and Herve, and he wanted to see them today least of all.  
"So..." Sissi began, "Having some trouble sleeping, huh, Ulrich dear?"  
"Maybe he needs a teddy bear.", said Nicholas, with a chuckle. Sissi glared at him to keep quiet.  
"Tell you what.." Sissi said, "If you go out on a date with me, I'll keep quiet about the fact our brave soccer star Ulrich gets scared of nighttime baddies!"  
"Sissi.." Ulrich said, quietly but with venom dripping from his voice, "First, I will not go out with you, not even if you are the last girl on Earth. Second," And here his voice increased slightly, "If you ever tell anyone, I will personally beat both you and those two goons back there to a pulp. Literally." He squeezed the glass he was holding so tightly that it broke into shards. His hand didn't bleed.

Both Ulrich's friends and enemies looked at him in pure horror. Sissi's left eye twitched for a moment, and then she, Nicholas, and Herve ran. Fast.  
Yumi, Jeremie, Aelita, and Odd stared at him a moment longer. Ulrich got up from his chair, having hardly eaten anything, and walked out the door without another word.  
Ulrich didn't talk to anyone for the rest of the day. He seemed withdrawn, lamenting over his predicament. His friends tried to cheer him up several times, but nothing worked. And it didn't help, when, during second period gym class, Herve drew mean looking eyes all over the white volleyball, and served it over the net directly to Ulrich. The first thing Ulrich saw, of course, was the monster's head, and when he caught it, he threw it away, nearly screaming before he realized what it really was.

He chased Herve right out the gym doors, and all over the school campus. Herve was up a tree, scared stiff, while Ulrich was climbing up, intending to fulfill his lunchroom threat, before Jim finally caught up with them and bodily carried both of them to the principal's office. He gave each of them three hours of detention, which didn't help Ulrich's mood.

He was nowhere to be seen at lunchtime.  
"Where could he be?" Odd asked, frustrated, as they looked all over both lunchrooms for him. Yumi thought for a moment.  
"He's probably sulking again.", she said with a sigh. "I'll go look for him."

Yumi found him sitting beneath a tree in the school's park. He was absentmindedly snapping twigs, and looking up into the sky. She sat next to him. They were both silent for a moment.  
"You're not going to let Sissi and her goons get to you, are you Ulrich"  
"Well, no, of course not." Ulrich replied. Yumi was pleased to see that Ulrich seemed to be enjoying talking to her alone. "They don't scare me. The nightmare does."  
"Tell me, Ulrich, do you think a giant hamburger would scare Odd?"  
"Hmm? No."  
"Right. Odd was telling us earlier about one of his own nightmares, where he was being chased by a giant hamburger. He was pretty scared in the dream, but he said that if he ever met the hamburger in real life, he would eat it before it could eat him."

Yumi saw Ulrich visibly brighten, as he thought about the absurdity of Odd being chased by a giant hamburger.  
"You fight monsters every other day on Lyoko, and they don't scare you. Why should that one? If you ever get the chance to fight it, I'm sure you'll kick its behind clear across the city." Ulrich smiled at this.  
"And besides," she finished, "You're not ever going to lose me to Odd."

This left both of them cracking up in laughter.  
"Yeah," said Ulrich, "I guess I've been acting stupid. Want to go get some lunch?" He held out his hand, and Yumi took it, getting up. They didn't let go until they were out of the park again.

-----------------------------  
Two tarantulas made their way across the desert region of Lyoko. They were out on a routine patrol mission, making sure that the humans didn't make any unexpected visits. From where they stood, they could see many small platforms surrounding a vast emptiness. A single tower was visible, but from where they were standing, it looked as small at a thumbnail. Everything was quiet. But the two monsters were about to see something that would drive their sensors wild.

In the middle of the emptiness, something flickered. The two monsters turned to see what was happening, only to see a gigantic blue ball, nearly as big as Sector 5 itself, appear for half a second in the empty space. It flickered in and out of existence rapidly, and the air around the ball began buzzing with electricity.

The monsters frantically tried to figure out what was going on, and where the ball had come from. A quick analysis determined that the ball was there even when they couldn't see it. The monsters were frustrated to see that the analysis showed that the ball had always been there.

They did a deeper analysis, and this time it showed that the reason the ball seemed to be flickering in and out of existence was that the ball was rapidly losing the power to stay invisible. The reason for that was simple. The ball ran on electric energy, and was badly in need of recharging.

The tarantulas watched, fascinated, as the ball stopped flickering. It was a deep, swirling blue, with electricity buzzing all over its surface. As they watched, the frequency of the electrical charges began to decrease. They decided they had better show what they were seeing to Xana. But it was too late. What the analysis failed to turn up was that the ball needed power to maintain its structural integrity as well as invisibility.

Moments later, the sphere violently imploded, sending a tremendous shockwave out in all directions, shaking the platforms, toppling boulder formations, and nearly knocking the tower off its base. The two tarantulas were instantly ripped to pieces, which flew over the edge and toppled into the digital void, leaving Xana completely unaware of what had happened in his domain.

With the sphere gone, its contents were visible for miles. There was a great plateau, much bigger that those around it, with high natural sandstone walls around the edges. There was a narrow opening in the front. It went perfectly with the desert lands around it; if you hadn't seen what had happened, you would say that it had always been part of Lyoko.

However, that landmass had been isolated from the rest of Lyoko for twelve years. From the outside, it was impossible to see what lay behind the outer walls.

Deep inside, something stirred.


	3. Chapter 2: Saved by the Phone

Chapter 2: Saved by the Phone 

Ulrich was pretty cheerful the rest of the day. Jeremie, Odd, and Aelita were surprised that Ulrich was able to get over it so fast, but when they questioned Yumi on how she did it, she just shook her head, followed by a wink. So they decided that perhaps it was better to just let it slide.

Ulrich breezed through the required three hours of detention after school, noting that Herve spent the entire time as far away from him as the library's space would allow. Both Ulrich and Jim noticed this, but Jim just ignored him, while Ulrich gave an evil grin and made a clenching motion with his fist that made Herve cringe.

And so it went. By the time Ulrich came back upstairs from detention, it was dark out. Odd was lying on his bed, headphones over his ears, humming along to the tune of the song he was listening to.  
"Shoot.", Ulrich said quietly to himself. "I'm going to be up half the night trying to finish all the work I have to do."  
He was glad that Odd didn't hear him say it, because he was sure to make some smart comment about how it would be better to just skip it.

It was eleven before he was done. Odd was already asleep, the headphones still over his ears. Ulrich flopped on his bed, extremely tired, and closed his eyes.  
He slept.  
He dreamed.

Ulrich stood alone on a darkened street. He looked around him to see that the lampposts lining the street and the weird block buildings on the sides were breaking up and flying upwards into a black hole suspended in a chaotic sky. A large dark spot appeared on the ground in front of him, and slowly, horribly, the creature rose from it, all of its eyes burning with anger.  
"You got lucky last time, shrimp.", it said. "Now, where were we? Oh yes... It's time to die, Ulrich Stern."

Before Ulrich could do anything, one of the twenty arms reached out and grabbed him, raising him face to face with its ugly head. Ulrich gritted his teeth and reached for his katana. It wasn't there.  
"HAHAHAHA! You dare to challenge me?", the creature boomed. "Well, RING! RING! I say!"  
"What?" Said Ulrich, not sure he had heard right.  
"No, what I meant to say was RING! RING! RING! RING! RING!"  
The monster's head abruptly turned into a cell phone.

Ulrich sat bolt upright in bed, sweating.  
Odd's cell phone was ringing. Odd himself was stirring in bed. He groped along the floor for the ringing phone, and then held it to his ear.  
"Hello?" He said weakly. "A Xana attack? Is that all you can think of as an excuse to wake us up at this time of night? Alright, Alright, we're on our way." Odd hung up, then dropped the phone on the floor. In a few seconds he was snoring again.

Ulrich got up and dragged him out of bed.  
"What? Hey!", he shouted.  
"C'mon.", Ulrich said, exasperated. "Who's the sleepyhead now, huh?"  
After a brief ride to the factory, the two of them took the elevator down to the lab, where Jeremie was already typing on the computer. Yumi and Aelita were there with him.  
"Any idea what the attack is, Jeremie?" Yumi asked.  
"Not a clue. But I wouldn't wait for Xana to start whatever it is he's planning. Get to the scanners."

Ulrich, Aelita, Yumi, and Odd went back into the elevator and took it another floor down. As soon as Jeremie was alone in the room, however, a small cloud of black smoke emerged from the wires overhead. It settled on the floor in a puddle for a moment, and then rose upward, taking human shape. In particular, the shape of a certain smart boy with blond hair and glasses. The real Jeremie didn't have any time to shout a warning before the polymorphic clone knocked him out with one swift punch. The clone threw him in a corner, then formed ropes made entirely out of electric energy to bind and gag him.

Down in the scanner room, The four of them were waiting for Jeremie to give the OK, unaware of what had happened above. Soon they heard the clone's voice, sounding exactly like Jeremie's, telling them to get in the scanners. Aelita watched as her friends disappeared down the tubes, so to speak, and then got inside herself.

The clone grinned as Xana's plan was put into action, confident that this time, the kids' doom was sealed.


	4. Chapter 3: An Old Trap

Chapter 3: An Old Trap 

Three transparent, blue figures appeared in the sky of Lyoko's desert region. They solidified and dropped gracefully to the ground. A little while later, a fourth figure joined them where they stood. Aelita, Yumi, Odd, and Ulrich took a few seconds to take in their surroundings. They had no idea that things would be a little different today.

The last creatures to stand where the four of them stood were a pair of tarantulas on a patrol mission that had disappeared under mysterious circumstances. They were on a medium-sized platform. Some distance in front of them was a humongous plateau ringed by very high sandstone walls. There was a small bridge leading to an opening in the rock, but the passage veered to the right after a few feet rather than going right through the cliff.

"Hey Jeremie," said Yumi, looking up at the sky, "How about programming our vehicles?"

Silence.

"Umm.. okay, then can you at least tell us where the tower is?"

More silence.

"JEREMIE!" Then there was some dark, evil laughter.

"Uh oh..." Odd said.

"You fools!", came the voice from above. "Do you even know who you're talking to?"

"Xana, I presume?" Odd said cockily.

"muh huh huh huh huh... correct."

"What have you done with Jeremie, Xana?" Ulrich shouted, shaking his fist at the sky.

"No need to worry about your freind. He's just a little... tied up, at the moment."

"So what are you planning this time, fiend?"

"Well, since you asked so politely," Xana said sarcastically, "I'll tell you. Since I am the one who transferred you, I have deposited you nowhere near the tower. Also, I have taken the liberty of disconnecting the dematerialization program. No more life points, and you're gone for good."

The four kids stared upward at the sky, waiting for Xana to continue. He was silent. "And..." Yumi said impatiently.

"What do you mean 'and'?"

"What else is there?"

"Do you want anything else?"

The kids remained silent.

"I thought so. I grow bored of talking. My monsters will be there to deal with you in exactly 12 seconds. Goodbye, humans."

"Man, Xana must be running out of ideas." Said Odd. "This is, what, the fifth time he's pulled the plug on the return trip?"

"Cut it out, Odd." Ulrich said. "What do we do now, Aelita?" There was a familiar rumbling at their feet. They looked down to see some red circles ripple across the landscape.

"The pulsations. It doesn't matter how far away we are. We just need to follow them. It looks like they lead through those cliffs to a tower on the other side." Aelita said confidently.

They started at a run towards the cliffs. "But you know what..." Aelita said, sounding confused, "I'm pretty sure I've been in this part of Lyoko plenty of times before, and I can't remember ever seeing these cliffs before."

"No time to reminisce now, Aelita." Yumi said, panting. "Our twelve seconds are up." She pointed into the sky to indicate three fast moving dots, coming straight at them. Too soon, they were clearly visible for what they were.

"Frelions?" Odd shouted. "Is that the best you can do, Xana? Because unless something happens to mix things up a bit, this will be a real snooze of an adventure story if anyone ever decides to write about it!" The Frelions' only reply was to start shooting their lasers. Odd dived out of the way and kept running, aiming backwards to fire a shot. The arrow flew through the air and missed.

"The opening!" Shouted Yumi, pointing. "Maybe we can lose them in the cliffs!" The four of them ran across the bridge and into the narrow passageway. A barrage of lasers followed them in, striking ground they had been at only moments before. The monsters paused at the opening to exchange nervous glances. They preferred wide open skies to fight in. Narrow passages were not their cup of tea. But orders were orders.

The kids ran through the passage, but after the first right turn, they found an intersection after a short distance. They followed the pulsations, but it wasn't long before they realized that they were in a very large maze. The Frelions flew a short distance behind them, firing shots that burned the walls. "Wait.. look!" Aelita shouted, pointing. Three more Frelions were flying towards them from another direction, so that there were monsters both in front of them and behind. "This way!" Aelita shouted, pointing them down another passageway to their left. They ran in, while the Frelions were forced to screech to a halt to avoid crashing into one another.

Now there were six Frelions following them. Odd aimed backwards again and managed to pick off two of them, but in return took a laser in the shoulder.

"Odd! Move it!" Ulrich shouted, while Odd ran to catch up.

"Oh no!" Shouted Aelita, pointing. Another group was flying toward them from a nearby passage. "C'mon!" She shouted, as they followed her down another passage.

"This doesn't look good." Ulrich muttered, as there were now a grand total of seven Frelions. They rushed out of an opening to find themselves in a very wide sloping passage, with the cliffs still rising high above them. Ulrich and Yumi drew their weapons, while Odd took aim, waiting for the monsters to fly out of the passage. They did, but instead of immediately attacking, they just hovered in midair for a second, then flew up and out, over the edge of the cliff.

"They gave up?" Odd said. "We must be pretty intimidating, huh?"

"Just shut up, Odd.", said Ulrich, "Listen." They all silenced themselves, but a low rumble could still be heard. They slowly turned their heads to look behind themselves.

"Sounds like a Megatank." Aelita said after a few seconds. "But bigger. Much bigger." It was then that the source came into view. "GIANT BOULDER!" Odd screamed. A massive, perfectly round rock was rolling down the wide path.

Nobody needed a second warning. They ran as fast as they could down the slope, while the boulder thundered after them. It came close enough for them to be hit with the debris churned up. Then it came close enough for its shadow to loom over them. "We're never going to make it!" Yumi shouted.

"Oh yes we are!" Shouted Ulrich. "TRIPLICATE!"

Ulrich separated into three running individuals. Each of them, without warning, hoisted one of the other kids onto his back, then dashed off at super-sprint. They dashed down the passage, until abruptly the sandstone sides were no longer there. The three Ulriches and their cargo veered off to the side, while the boulder rolled by them. It shuddered, then came to a stop on the now level ground.

The three Ulriches deposited their passengers on the ground, and then fused back into one person. "Whew! Thanks Ulrich!" Yumi said, relived.

"No problem." He replied.

"Great." Said Odd. "I feel like Indiana Jones now." His head shot upwards at the sound of more rumbling, but it was just the pulsations rippling by.

"Well, looks like we're out of danger for now." Aelita said. They all looked around to take in their surroundings. On one side were the cliffs, still rising high. On the other side were some sloping, sandy hills. There was open air above them. "We should go to the top of one of these hills." Aelita said. "Maybe we can see the tower from there.

So they climbed the hill, and at the top they could, indeed, see the tower. But that was the least of their worries. In one fell swoop, all thoughts of Xana, the tower, the Frelions, the boulder, and even Jeremie were gone, as they just stood there, slack jawed at the sight before them in all its inexplicable glory. "No. Way." Ulrich finally said.

There was a vast open area, ringed by cliffs. They could see on the other side an opening, and the activated tower just beyond it, glowing red as always. Two extensions of cliff jutted out into the wide open space, much lower than the other cliff walls, but still much too tall to climb over. They came to meet what was in the center of the giant plateau. What exactly was in the center, you ask? Well now, that's where it gets interesting.


	5. Chapter 4: The Mark of Humanity

Chapter 4: The Mark of Humanity 

Yumi rubbed her eyes and stared again, hoping that the apparition would go away.  
"Just what are we looking at?" She said, just barely above a whisper.

Actually, it was pretty obvious to all of them what they were looking at. It was a city. But it was not like any city they had ever seen on Earth. It was about a hundred times the size of the ghost channel Xana had made on Lyoko in the ice region. It was surrounded by a high wall of some sort of red metal, that seemed to merge flawlessly with the two lower sandstone walls that went up to it. From where they were standing, they could just barely make out a gate that rose up halfway in the wall. Rising behind the walls were a number of towering skyscrapers, colored a dull gray. The strange thing about them was that they all seemed to be pyramids, differing greatly in height and width. Rising from the walls in some places was some sort of glass-like material that curved upward before being cut of in jagged edges. It gave the impression that the city had been covered by a dome at some point, but it had been shattered. The whole complex stood on its own in the center of the plateau.

The kids stared at it for a little while longer before Ulrich broke the silence.  
"Impossible.", he finally said. "It has to be one of Xana's traps."  
Aelita looked at it, closed her eyes for a moment, then opened them again, in what was a little too long for a blink.  
"I don't think so, Ulrich"  
"What?"  
"You have to remember, Ulrich, that in a way, I am part of Lyoko. I can 'talk' to the land as well as sing to it, and I can use that ability to figure out what's real and what's not. I've used it once before to determine which was the real one of two towers, remember? The plastic alien?"  
"Oh yeah."  
"Xana was creating false signals from the fake tower to confuse me, and I was scared I had chosen wrong, but the point is, that city is no illusion."  
"Still..." Yumi said uncertainly, "How did it get here? How long has there been a civilization living here on Lyoko right under our noses?"  
"Well, why don't we ask them?" Odd said enthusiastically. "C'mon! Lets meet the locals!"  
"I don't think we can, Odd.", said Yumi.  
"Huh? What do you mean?"  
"That city looks totally deserted!"

As they walked through the valley, going closer to the city, it became clear that Yumi was right. The reason the metal wall was red was because it was completely rusted over. The buildings looked cracked and broken down, some on the verge of collapsing. As they walked toward the gates, they saw signs of habitation outside the city; a shell of a house here, a bit of fencing there, what remained of a path, etc. A quick investigation of the house failed to turn up anything of interest.

"Don't you think its a little weird that you've never been here, Aelita?", Ulrich asked.  
"Before we entered the maze, I said that I had been in the area before, but I had never seen this plateau. But you weren't listening because the frelions were attacking."  
"That's weird." Yumi said, puzzled. "What happened? Was this place separated from the rest of Lyoko by some invisible barrier since before we discovered Xana?"  
Yumi didn't know it, but she was absolutely right.

Aelita was taking more readings of the land. She decided that when she had some free time, she would need to check to the programs governing that process, because the analyzing program said that the terrain was 40,000 years old, and she was sure that Lyoko hadn't existed that long. On the other hand, if it was that old, it was plenty of time for a civilization to grow, thrive, and eventually die, which would explain the abandoned city. She was only a few pieces short of finding the truth, but for now, it was a puzzle boxed into a mystery cleverly wrapped up in an enigma, and her head was spinning with questions. But she had to cut her musings short, for they had arrived at the city gates.

The gates were nothing too fancy. Just two massive slabs of metal on giant, rusted hinges. Aelita guessed, though, that the rust was obscuring some intricate designs on the door.  
"We'll have to go through if we want to reach the tower, but how are we going to get in?" Yumi asked.  
"It wouldn't hurt to try this." Odd said. "HELLO! IS ANYBODY HOME? CAN YOU LET US IN?"

The massive doors, which seemed so strong before, were no match for the sound waves. The doors gave an agonizing creak, then fell inward off their hinges, churning up dust.  
"That answers my question." Said Odd. "Oh, look! a sign!"  
The sign Odd was talking about was just inside. It was a little metal rectangle on a post, and looked like it had been drawn on with a marker. It had barely escaped being crushed by the falling doors.

It said in crude letters, "Welcome to the City of Whispers. The place where dreams come true."  
"Looks like the inhabitants were pretty proud of their city to claim something like that." Aelita said. "You'd think they would have a better sign. Any dreams that you guys have that you want to come true?" she said sarcastically.  
"Ooh! Ooh! I've always dreamed that the cafeteria will give out banana splits for desert!" Said Odd.  
They all got a good laugh from that.

"Let's go." Ulrich said. They all walked into the city. As Ulrich passed the sign, he got a momentary shudder as a brief vision of the creature from his nightmares flitted through his mind. He shook his head to clear his head of the thought. That certainly wasn't the kind of dream the citizens meant. Or was it?

---------------------  
In a pane less window high in one of the buildings near the entrance, a small, silver ball about a foot across floated in midair. On one side, a large eye opened. If it had been controlled by Xana, the eye would have undoubtedly been the familiar eye of Xana, but it looked more like a human's eye. It watched the entering humans with uncertainty. It thought that all the humans had been eliminated over 200 years ago. It decided to report the finding to its master, which had only recently been stirred from his slumber. Silently, it began transmitting what it was seeing to its master.

The being received the transmission instantaneously, and saw what the ball was seeing in real time. It was just as confused as the ball was, seeing as there had been no humans in the city for nearly 200 years, but nevertheless, they were fresh meat in its domain, undoubtably lured inside by the false sign that had been posted outside. He did some careful hacking, and in an instant he had access to the contents of the minds of the first three of them. Carefully, he copied all the information in their minds; their thoughts, their desires, their hopes, their fears, and their dreams. Ah yes, the all important dreams. Not simple wishful thinking, but instead the things that dwelled in their heads at night. He now had all he needed to destroy them.

He turned to watch the last one, and stopped short. He couldn't take his eyes of her. Why was that, he wondered. The feeling he had was indescribable, but he felt a burning desire to learn more about her. He did the same hacking procedure, and in an instant he knew everything there was to know about her. More than she knew herself, it seemed. She even held a possible way to escape this prison of a virtual world, the "keys to Lyoko", and continue the reign of terror that had ended with this city so long ago.

He went back to watching her. What was the word he was looking for to describe her? He tried a cyber dictionary to figure it out. It was.. it was.. oh yes. Beautiful.Beauty was something he thought he had destroyed long before. But there was something different about this girl, and he knew that never in a million years would he ever want to kill her. The nearest thing he could find to what he was feeling was wanting to own her, but it that wasn't even close.

And suddenly, it hit him. He was feeling what the humans called love for this girl. For a nanosecond he found the notion of that human emotion revolting, but in the next one, he was embracing it whole-heartedly. He decided that he would have the "keys to Lyoko", and he would have her. No matter what the cost, no matter if she didn't love him back, and no matter how many people got in his way.


	6. Chapter 5: Into the City of Whispers

Chapter 5: Into the City of Whispers 

While our heroes were entering the city, and a malevolent entity bent on seducing Aelita, escaping Lyoko, and destroying everybody else watched them, everybody's favorite demonic AI was in as much shock over the discovery as the kids were.

Xana, as the polymorphic clone, watched the readings of the holomap carefully. His latest plan did not include this. How long had this city existed? If it was on Lyoko, that meant he should rule over it, right? He supposed that when this ordeal was over, he could convert it into a nice fortress. But this wasn't the time to worry about that.

The disturbing thing was that the landmass was not on any of the Lyoko maps he had created for himself shortly after Franz and Aelita's first virtualization. There was just wide open space. Yet now he could plainly see four colored triangles moving across a cityscape, dutifully following the pulsations. He had intended for them to get lost, but he had failed to consider the fail safe route. It made him angry.

Yet, he decided, there was still time to salvage the operation. He could worry about exploration later. The city was an abandoned urban maze. If he could make them loose the pulsations, there was little chance that they would find their way out again. Then he could hunt them at will. He ordered the frelions to return from their post in the sky and attack. Then he called up a window like the one Aelita had talked to Jeremie in before her materialization.

Instead of Aelita, though, a Blok appeared in the window and made a stiff bow. This was Xana's new lieutenant of the 17th Blok division. The old one had passed away in a bizarre attack Xana had dreamed up a few weeks before that involved a flying saucer attack on a virtualized Kadic Academy.

"Lieutenant. Take 300 Bloks and divide them between the two gates to the city. If by any chance those bumbling idiots somehow make it out, I want them to shoot the three warriors down. I'll send the Scipizoa. Good luck." Xana ordered.  
And with that, Xana closed the window. That took care of that. What about the unconscious boy bound in electricity behind him?

He decided that his death could wait until the others were destroyed. He wanted to see the look on his face when he told him his friends had been deleted.

---------------------------  
Aelita, Odd, Ulrich, and Yumi, meanwhile, were walking through the city, still following the pulsations. That did not mean, however, that they were not bothering to look around in awe at the ruins around them. Everything was silent. The dusty gray buildings rose above them, silent monoliths with many square holes that had probably once been windows, and the occasional much larger and jagged hole that showed damage to the building.

The street was littered with rubble. On one side of the road there was what looked like a car, but it had no wheels. Instead there were three large rocket boosters on the back. Ulrich guessed that it probably was rigged to fly, just like their own vehicles.

Occasionally they would see rubble piled into what looked like makeshift barriers, and once or twice they picked up what looked like long, broken metal tubes with a strange device attached to one end. Yumi guessed that it may have been a gun of some sort.

"Its feels strange..." Yumi said, as they walked. "Walking here. What do you think they were like?"  
"Who were like?" Ulrich asked.  
"You know... the last people to live here. It looks like it was abandoned a long time ago."  
"Was it abandoned?" Aelita said, suspiciously.  
"What do you mean?"  
"Think about it. The damage to the buildings, the rubble barricades, the broken weapons lying on the ground... There was obviously some sort of battle here. The signs are all over. This city went out with a bang."

They walked on, lost in thought, as their imaginations were filled with images of people screaming and fleeing in panic as their barricades were overrun and the last brave souls standing to fight so that their friends and family could get away, while the city burned and chaos reigned around them. And in the shadows... who? Who was the enemy that had destroyed them?

Their thoughts were interrupted by a familiar buzzing sound, and they looked up to see the frelions swooping out of the sky. Odd, Yumi and Ulrich leapt into gear instantly. The horrible scenes that had been playing in their heads had been building up their rage, and they needed to pour it out on something. Yumi threw a fan with an angry shout and it took out three of the seven at once, but they were replaced by four more that came flying in from a different direction.

"Let's go!" Ulrich shouted, and the kids ran off down the street. Ulrich leapt up onto a piece of rubble and jumped through the air, slashing through another frelion. He went clear over a low building and landed on another road perpendicular to the one they had been walking on since they entered. The other three ran to catch up with him, Yumi and Aelita turning the corner while Odd paused for a moment to fire at and destroy two more of the frelions, then ran to catch up. The five remaining let out a barrage of lasers, while the kids dodged and continued to run.

Down one street and up another they went, zigzagging and turning at every other corner in an attempt to take the monsters by surprise. They went into one of the buildings. The frelions, when they got there, looked around confused. Yumi smiled as the large rock she had been holding above the door with telekinesis dropped down and crushed all of them, before they came out back into the street.

"Well, that takes care of them," Odd said with a smile. "Let's keep going."  
They looked around to find the pulsations, and stopped. They were at an intersection, and they couldn't see any pulsations in any direction. It was then that they realized the horrible truth of what Xana had done. None of them could remember the route they had taken. Xana had deliberately started the chase, and now they were hopelessly lost.


	7. Chapter 6: Voices of the City

Chapter 6: Voices of the City 

They had been wandering for over an hour now.

Aelita, Odd, Ulrich and Yumi had been wandering the streets, exploring dark alleys, fruitlessly trying to make a map, and even trying to get a good view from the tops of some of the buildings (not an easy task, seeing that they were pyramids with no real roofs), all in a desperate attempt to find the pulsations. Nothing had worked.

"Ugh. This is hopeless." Ulrich said, disgustedly.  
"Don't give up yet! Don't stab yourself just to make sure the scanners are off line despite what Xana said and leave us here all alone." Odd said in a failed attempt at humor.  
"That's not funny, Odd."  
"Oh, c'mon. You know what we need? We need some sort of guide. Someone who can lead us out."  
"Pftt. What are we going to do? Ask Xana to give us directions from the holomap?"

They walked onward. Aelita suggested trying to see if one of the overcars, as they had named the wheel less large enclosed vehicles with jets in the back that they kept seeing, would fly, but when Yumi pushed what looked like an on button in one of the vehicles, the displays lit up for a total of two seconds before the trunk of the car exploded with such great force that Yumi was thrown clear out of the vehicle and landed 25 feet away. Fortunately, she hadn't lost any life points in the explosion, but they all agreed that it was not something they would try again.

Soon afterward, they arrived at an intersection that seemed familiar. They were just about to start arguing about which way to go when the voices started.  
"What was that?" Yumi said, startled. The total silence had been interrupted by a flurry of loud, ununderstandable voices, that seemed to come from all directions at once. It lasted for only a few seconds before it faded away.  
"This place gives me the creeps. Were those the whispers mentioned on the sign?" Yumi continued when none of the others would say anything. It seemed like they were staring at something behind her.  
"Yumi..." Aelita said, in what was almost a squeak, "What's that behind you?" Her voice was saturated with fear.

Yumi whirled around and stared. Suspended in the air, about five feet off the ground, was a perfect silver sphere about a foot across, simply hovering in midair without the benefit of wings or jets or any other sign of propulsion. Suddenly, on the side facing Yumi, a large eye opened. It stared Yumi in the face, who was staring at it in openmouthed confusion.  
The ball wasted no time talking (could it talk?) and instead turned around and floated away.

"I think it wants us to follow it!" Aelita exclaimed. With that, they ran off to catch up with the ball. It led them down a narrow, twisting street and then down a wide, straight one before stopping. It turned around to face them, and in that single, large eye, they could see one thing.

Madness.

They watched as the ball suddenly floated straight up, faster than a bullet, coming to a stop above the level of the tall buildings around them. Then it sped off out of sight. Only then did they take stock of their surroundings. There was no doubt about where they were.  
They were right back where they started. What remained of a frelion wing was still visible next to the boulder Yumi dropped.

"ARRGHHH!" Ulrich shouted, before he punched a hole right through a nearby fragile wall in frustration.  
"Ulrich? Are you okay?" Yumi said, concerned.  
Ulrich turned around, and for a second, something dark flashed through his eyes, something that none of the others caught. Ulrich growled, and when he looked up, his face was a mask of twisted rage.

"THIS IS ALL YOU FAULT!" He suddenly screamed at Aelita, pointing an accusing finger at the frightened girl.  
"Wh- wh- what?" Aelita stuttered, meekly. "What did I do?"  
"You were the one who was supposed to know Lyoko like your own body and prevent us from getting lost! You were the one who suggested that we drive that car which nearly killed Yumi! And you were the one who told us to follow that weird ball thing, when we had no idea if we could trust it or not! We were probably getting somewhere before you made us follow it right back to where we started! WHOSE SIDE ARE YOU ON?"

Aelita didn't say anything in her defense. She just took a step back, then sprinted off, weeping uncontrollably.  
"Aelita! Wait!" Odd shouted, but she was already out of sight.  
Odd turned to look at Ulrich, who was standing there, chest heaving. Odd exploded.

"WHAT WAS THAT ALL ABOUT?" He shouted at Ulrich.  
"What do you mean what was that all about? I was just telling her the truth!"  
"You idiot! Aelita has just run off, to who knows where, in this practically haunted city, where who knows what could get her, and all you can think about are those little mistakes she made!"

Yumi watched the shouting match, unable to do anything to intervene. She gradually became aware of more voices adding to the mix. The Whispers mentioned on the sign had started up again. Odd and Ulrich subconsciously shouted even louder to drown to the other noise, until Yumi finally screamed "STOP!" Loud enough for her voice to echo off the tall buildings around them.

The two of them stopped immediately. The Whispers continued for a few more seconds, while Odd and Ulrich noticed them for the first time, before fading away.  
"Don't you see what's going on?" She said tearfully.  
She was greeted with silence.  
"A few weeks ago, I had a dream one night. In it, I dreamt that Ulrich got into a fight with Aelita. When I woke up, I laughed at it, because Aelita and Ulrich have never fought before, and because they had no reason to fight any time soon. But now... remember? The sign said that this was the city of WHISPERS, and we've heard them. It also said that this is 'the place where dreams come true', remember? _Its happening_!

Ulrich and Odd just stood there, looking at Yumi, while the creeping horrors took over their expressions.  
"No... please... its impossible!" Ulrich nearly shouted.  
"AELITA!" Odd shouted. His voice echoed around them. But there was no reply.

--------------------  
Aelita ran. She didn't care where she went, only that she got away. Finally, exhausted, she sat down on the remains of a park bench, still crying into her hands. High in a building across the street, a silver orb with an eye on it watched the sobbing girl from above, transmitting everything it saw to its master, who watched with a combination of pity for the girl and absolute glee that the plan had worked.

"Do not worry, precious one," He said to her, even though she couldn't hear him. "I will come for you soon. Then, everything will be just as it should be."


	8. Chapter 7: Dream Influence

Chapter 7: Dream Influence 

Darkness. That was the first thing Jeremie became aware of. He appeared to be floating in an endless black void, while at the same time he felt like he was lying on something hard and unyielding. It was so dark he couldn't even see his own body. Who had turned the lights off, He wondered.

The solution to his problem came stumbling through his post-concussion delirium: Open your eyes.

Jeremie did so. He was still in the control room. He saw a blonde head of hair extending above the top of the chair, and guessed correctly that it was the polymorphic clone. It seemed to be grumbling to itself. Jeremie tried to move, but then he saw that that was impossible with electric ropes binding him hand and foot. Plus, this probably wasn't the time to make his consciousness known; the clone would just knock him out again, and Jeremie wanted to see what Xana had to say to himself.

--------------------------  
Odd, in a rare stroke of genius, had come up with a good theory of what had happened when Ulrich sent Aelita packing. Since they were in a virtual world, city or no city, it meant that all their memories, all their wants and fears, their personalities, their interests, even their dreams were data in digital files. Anyone who had the ability to hack into these files, therefore, could read all this information like an open book. Odd jokingly compared it to the user's omniscient role in _The Sims_. They could even, with access to the right files and commands, make them act upon the dreams they had had. It was a scary thought, and they didn't even know who was doing it to them.

And it was happening all the time. Ever since Aelita had run off, and they started to search for her, the "dream influence", as they called it, had struck again and again. It never lasted for more than five minutes, but it was incredibly annoying. At one point, Ulrich had suddenly drawn his sword and started swinging it wildly, shouting threats as he battled minions of Xana that existed only in his imagination.

Later, Yumi had started dancing gracefully rather than walking, and Odd and Ulrich nearly applauded her skill before she stopped rather suddenly, the influence gone, and tripped in the middle of the maneuver. Then Odd ran over to a nearby rock, picked it up, and started stroking it. When Yumi and Ulrich asked him what he was doing, he merely said, "Shhh, Kiwi's sleeping." and left it at that.

"Ugh. Someone out there really wants to torment us." Ulrich said, later, as they continued the search.  
"You're telling me. I never thought of myself as the type to dance, and just when I thought I might actually be good at it, I trip over a rock." Yumi said, with a little laugh.  
They were silent for a little while.

"Hey, Yumi... I want to apologize for what I did to Aelita. It was really stupid of me." Ulrich said, his voice downcast.  
"It's not your fault Ulrich." Yumi said, as a strange look flitted through her eyes, and she draped an arm over Ulrich's shoulder. "And when we find Aelita, I'm sure that I can convince her to forgive you too."  
And with that, she pulled him into an embrace and kissed him passionately on the lips.

Ulrich was surprised at first, but without thinking, he returned it with gusto. Odd was staring at them as though they had suddenly started sprouting celery from their ears. It lasted for a full 10 seconds before their eyes suddenly snapped open. For the first time, they really noticed what they were doing, and drew away with a mixture of horror and delight on their faces.

"I'm guessing that was another case of dream influence?" Ulrich said, clearly embarrassed beyond belief.  
"Yeah." Was all Yumi could say in reply. "Now I know what a Sim feels like when she is ordered to do something they would not do by themselves."  
"Yeah. But you know what?"  
"What?"  
"It felt pretty awesome when we were doing it."  
"Ulrich!" Yumi said, blushing bright red.  
"Just saying. Would you oblige me one more time?"  
Without waiting for a reply, he took her head in his hands and pressed her lips to his again. Yumi was clearly enjoying it as well, and they both knew that this time it was not dream influence.

"Oh great." Odd said to himself. "I've been waiting for this for ages, but now that they've started, I hope I can get them to stop long enough to focus. AELITA! ARE YOU OUT THERE? SAY SOMETHING! DON"T LEAVE ME WITH THESE INSANE LOVEBIRDS!"

--------------------  
Although Yumi and Ulrich were enjoying their time together, Aelita was not enjoying her time alone. When she had stopped crying, she became acutely aware of the harsh reality that she was totally alone in an abandoned city with creepy bodiless voices, a creepy one eyed floating silver sphere, and, more likely than not, not creepy but very dangerous Xana monsters.

She had been searching for the others as long as they had been searching for her, and was having an equal amount of luck, meaning none at all. In a city that once held five million people, there was little chance of simply running into them. She wished she had a map.

She sat down on the steps of what was once a bank, judging by the inscription over the doorway. It was hopeless. Xana had access to the holomap, and knew where all of them were at all times. As soon as the monsters found her, it would be all over. It would take a miracle to save her from the Scipizoa.

She was just about to start crying again when she noticed one of the silver spheres, floating over the street in front of her, eye open and looking at her. She still didn't know that there was actually more than one sphere, and thought it was the same one that had misled them. She was about to start searching for something to stab it with when she noticed something different about this sphere. Rather than madness, the eye had an expression of pity.

The first sphere was joined by a second, which came flying over to where they were from a side street. The two spheres started exchanging a series of rapid blinks, seemingly communicating. When they stopped, the two orbs flew off without another word.

"What? Hey! Come back!" Aelita shouted, but they were already gone, and something new was happening to occupy her attention.

Little points of light had started swarming near her. They circled around her for a while before they all came to rest in one place in front of her. The light started pulsing, and a form started growing from the light.

Aelita stepped back in fear, as a glowing hand reached up from the pool of light. It extended into an arm, and a head started to appear as well. Like a glowing man coming up from a glowing manhole, the figure half climbed, half grew from the brilliant pool. Finally, the entire figure stood in front of her, and the light subsided.

He was dressed in blue shoes, and had white shorts. Around his waist was a wide tan belt of cloth, with two bands extending from where it tied off in the back. He had a blue shawl on over his shirt, and to top off the outfit, he had a forest green cap that fit nicely over his short black hair and two long elfin ears.

Aelita gasped, remembering the last line on the sign: "This is the place where dreams come true." She hadn't taken it very seriously when she first saw it, but there was no doubt about its truthfulness now. The evidence was standing right in front of her, smiling warmly. She gave an astounded cry of recognition.

"_Mr. Puck_?"


	9. Chapter 8: Aelita and Mr Puck

Chapter 8: Aelita and Mr. Puck 

"Heh heh." Mr. Puck said, after Aelita's exclamation of recognition. "I'm glad you recognize me, Aelita. It is good to finally see you face to face."

This was undoubtedly Mr. Puck, but he was not quite as Aelita had imagined. In her dreams, he had seemed much shorter, able to crawl into and hide inside a tree trunk. Here on Lyoko, he was about a head taller than Aelita. Plus, he had about him an air of courage and confidence, while in the dream Mr. Puck had been running scared most of the time. But Aelita decided to put all that aside for now.

"How... how... how did you get here?" Aelita finally stammered out.  
"Well, as soon as you entered the city, the data in your head on dreams was somehow copied, and your memories of me were personified in a digital avatar. I do not know how it happened, but I've been waiting for some time to speak to you. In the meantime, I've been familiarizing myself with the city's layout, and downloading as much as I can find about it into my new mind."

"Oh... wow. Whoever wrote that sign wasn't kidding when they said that this is the place where dreams come true."  
"Of course its true." Mr. Puck said. "_I wrote that sign myself_." He thought with a smile to himself. "In any case," he said aloud, "perhaps we had better get moving. I don't want you to gat caught by Xana."  
"How do you know about Xana?"  
"I've existed only inside your head until now, Aelita. I know everything that has gone on up there."

Aelita smiled at this. "You must meet my friends! I'm sure that they would be very glad to meet you."  
"Your... friends?" He said softly.  
"Of course! Yumi, Odd, and Ulrich, and Jeremie too, but he's not here right now. Don't you know about them?"  
"Of course I do." His face no longer wore the cheerful expression he had had when he first appeared. "I also know what they did to you. Are you sure you want to see them again so soon?" He said darkly.

Aelita was suddenly very downcast, as she remembered what had happened. "But... what can I do? I can never make it to the tower alone."  
"Not a problem! I know this city well already, and I know the way out. I will defend you from Xana's monsters. And while we're off saving the day, we can give your friends some time to make themselves forgive you, and they'll be relieved when it turns out you were safe all the time. Everything will be fine!"

"Wait... you said you will protect me? How will you do that?"  
"Well..." Mr. Puck started, but he was interrupted by a familiar rumbling noise that was coming closer. "Well, just watch. Stay behind me."

The Megatank rolled into view off a side street just as Mr. Puck finished talking. From the folds of his robes, Mr. Puck drew the strangest sword Aelita had ever seen. It had a wide, square black handle, with several strange white markings on it. The blade was perfectly straight on one side, but had an irregular jagged pattern on the other side. It took Aelita a few seconds to realize that it was a giant train station locker key.

The megatank opened the false eyes on its black shell, to see what lay in front of it without making itself vulnerable. It could see two figures in front of it. One was Aelita. That was good. It and many other monsters had been sent into the city by Xana to hunt down and destroy the Lyoko fighters, and to isolate Aelita so that the Scipizoa could get her. Now it had found her.

The other one was unfamiliar. It did not match the profiles of any of the other kids, but judging by the way it was holding a giant and very sharp key in a threatening manner, and the way Aelita was hiding behind him, it was undoubtedly an enemy. It opened its shell and fired.

Mr. Puck dove out of the way, taking Aelita with him. The megatank fired again, and he jumped away in the nick of time, while placing himself closer to the monster. It fired again, and this time Mr. Puck rolled into position, without any hesitation at all. Before the Megatank knew it was in danger and could close its shell, he jabbed the key right into the center of the target. He withdrew the key and jumped high into the air, landing in front of Aelita, just as the Megatank exploded into a thousand pieces.

Aelita found herself clapping. "That was amazing!" She said.  
"I guess I'm better with megatanks than wolves. Come. We have a tower to deactivate. I'll lead you out of this city in no time. And maybe on the way, I can show you a few of the sights, if there's time."  
"This seems like a weird time to be a tourist, but, hey, why not?"

Actually, Aelita could think of several reasons why not. For one thing, Jeremie was still at Xana's mercy. For another, there were probably other monsters in the city, and though her friends had beaten Xana's monsters time and time again, if any of them were deleted, then there was no coming back. Therefore, they had to deactivate the tower as fast as possible. But then again, if all Mr. Puck did was talk to her, and they didn't take any detours, then they would still get there fast. And if Mr. Puck knew everything about her, then there was no reason he should delay, knowing fully well the consequences of doing so. After all, she could trust the innocent little doll she slept with each night. Couldn't she?

They started walking, Mr. Puck leading her by the hand. Much of what he had told her was a load of lies. After all, she would have been scared rather than trusting if she knew he was actually a shape-shifting computer virus that had merely taken the form of her dear childhood friend, instead of the real thing. He didn't feel very good about having to lie to her, but it was the only way she would trust him.

Now that she wasn't worrying about finding her friends, she would follow him wherever he went, and he would lead her straight to his lair, where neither Xana or the other humans would ever find her. It would be easy to convince her to give him the keys to Lyoko and set him free, so that he could terrorize and then take over the world these humans came from. And when he was king, he was sure that she would consent to rule by his side. And if she didn't, he would make her.


	10. Chapter 9: The Pit of Nightmares

Chapter 9: The Pit of Nightmares 

Ever since Aelita and Mr. Puck had set off, supposedly toward the city gates, they had been talking animatedly about this and that. They got along well together, just as Mr. Puck hoped they would. On the way, he told her everything he knew about the city.

It seemed that the original colonists had come from across the digital sea, fleeing a distant virtual homeland called Telleursia. Telleursia had been a small and peaceful independent republic until it was annexed by the massive Drakkar Empire. The only group of free Telleursians that had existed after that was a group of about two thousand people who had been sailing across the sea in the _Arcon 5_, a ship that was built for long voyages across the void.

When they next made port, they were informed by the locals that their country had been taken over, and the emperor wanted them captured. They were encouraged to flee, and they did, far into uncharted territory, and never seen by the rest of Cyberspace again.

Searching for a place to live, they eventually found Lyoko, which had only been newly made at the time. There were several consciousnesses present on Lyoko already at the time, but they managed to slip in without attracting their attention. (Aelita guessed that the beings already present on Lyoko were none other than Xana and herself, and possibly Franz Hopper.)

They settled on the plateau, and built the city they were standing in now- Arcotopolis, named after the ship that brought them there. It was much smaller at the time, but as the years passed, their numbers grew, until it was a city of almost five million people. The city existed in peace for nearly 40,000 years, until all the people mysteriously vanished.

"But how could they just vanish?" Aelita asked. "How could an entire city of people just disappear?"  
"I honestly do not know, Aelita." Mr. Puck lied. Aelita fell silent for a while, thinking about all Mr. Puck had told her.  
"One more thing I don't understand. I lived on Lyoko for most of my life, and explored all of it. How could I have missed the city? And how can the city have existed for 40,000 years while Lyoko hasn't existed much more than ten?"

"I believe that was the fault of The Bubble."  
"What's The Bubble?"  
"Its a shield they put up around the plateau, to hide it from view from the outside world and to protect it as well, just in case the empire ever found them. From the outside, the plateau would be completely invisible. Not only that, but to make the bubble stronger, they could make time inside the bubble go faster. For every day that passed in the rest of Lyoko, a century passed inside."

"Wow... they must have had some pretty sophisticated technology to do that."  
"The flying cars should have told you as much. Lets keep going."  
As they continued to walk, The personified virus sent a telepathic message to all its minions.  
It read: "I have the girl. Proceed to phase two."

-----------------------------  
From everywhere at once, bodiless voices came pouring, spewing out a stream of gibberish. This had happened many times already, and Odd, Yumi, and Ulrich had figured out that every time the Whispers started speaking, something dream related was going to happen, almost like a warning. They still didn't know what exactly the Whispers were, but the three kids looked around warily at each other anyway.

Right now, they were at the edge of a huge pit, right in the middle of a wide road. They couldn't see the bottom, but they could see a sign by the edge of the pit.

"Here there be Demons?" Yumi said, reading the sign.  
"No, it says 'here there be Nightmares.' See? The word 'demons' is crossed out." Ulrich said, pointing.  
"Uh oh... do you think there are really nightmares down there?" Said, Odd, backing away from the pit slightly. They noticed that the Whispers, although still inunderstandable, seemed to be getting more frantic. "After all, the last sign spoke very literally."

As they spoke, three things rose from the pit. Three silver orbs, to be exact. Their eyes shone with determination and anger.  
"They don't look too happy to see us." Ulrich said.  
The three kids backed away from the pit, as the orbs flew up and over the ridge and then settled a few feet off the ground in front of them.

Suddenly, the front orb changed. It became as brown as a hot dog bun. The orb started rapidly changing, growing and shifting shape, Two feet appeared, and two arms, and it seemed to separate into two halves with some sort of different colored material in between. The one eye became two, and when it stopped growing, it was at least 25 feet tall.

It had become a creature literally out of someone's nightmares; in particularly, the orb had chosen a creature from a nightmare Odd had had recently. It had transformed into a gigantic hamburger.

The three of them stared up at it, as it looked down at them and opened the space between the two buns, but instead of meat and vegetables inside, there was a huge, gaping mouth with many sharp teeth.  
"Now, everyone, don't panic." Ulrich said, even though he clearly was very close to doing just that. "Odd, you said that if you ever got to fight this thing, you would kick it to Timbuktu, right? Odd?"  
He looked around to see that Odd and Yumi were already gone, running in the opposite direction as fast as they could, screaming at the top of their lungs.

"Uh..." Ulrich said, then looked back up at the Nightmare.  
It roared at him, spewing spittle and creating a mighty wind that blew his hair back.  
"HEY! WAIT UP!" Ulrich shouted, as he ran after his two friends. The Nightmare gave chase, trying to grab Ulrich with a giant tongue as he dodged this way and that. With super sprint he caught up to them quickly.  
"Hey, GUYS!" He shouted, to get their attention. "We need to fight it! It'll catch up to us long before we run out of energy!"  
"This isn't one of Xana's monsters, Ulrich!" Odd shouted. "How do you propose to beat it?"

Ulrich turned around to look at the Nightmare, its eyes full of hunger and tongue rolling in its cavern-like mouth. He looked down, to see where its spindly but very fast legs were pumping as fast as they could, trying to catch up with them.  
"I have an idea! Yumi! Throw your fans at the legs!" Ulrich shouted.

Yumi threw her fans, which sailed at the Nightmare's legs, slicing them in half before they returned to her. the giant hamburger screamed in pain, as some sort of thick brown juice spewed out of the wound. It crashed to the ground, and bellowing like only a gigantic living hamburger can, it clawed its way forward on its two arms, mouth gaping.  
"Odd! Shoot arrows into its eyes!"

Odd shot off two arrows, which flew through the air and pierced the two eyes going far enough to lodge themselves in the Nightmare's brain. The creature screamed in tortured agony, as the same brown juice flowed out of the eyes. The arms gave one last shudder before they fell to the ground, never to move again.

"Uhh... Is that _grease_?" Said Yumi, breathing heavily, staring at the sticky brown mess. "I prefer fighting the monsters, thank you very much. Less messy, and much less frightening."  
"It was a giant hamburger, what did you expect?" Odd said. "Now look, see? I told you if I ever fought that thing in real life, I would beat it!" He seemed to forget that he had run screaming from it at first, but Ulrich decided to let it pass. They had other things to worry about.

"Hey... Wait a minute. What happened to the other two orbs we saw?" Odd said, looking around wildly.  
"Uh oh. Look." Said Yumi, pointing.  
The two other orbs were arriving, and they had brought at least ten more with them. For now, they were not dangerous, but they had a vast repotire of nightmares to choose to transform into, memories not only taken from the Lyoko gang, but also from the past inhabitants of Arcotopolis, and a hundred worlds they had been to beforehand with their master and destroyed. The orbs advanced, confident that Ulrich, Odd, and Yumi were going to be lunch.

"Oh shoot. RUN!" Ulrich shouted.


	11. Chapter 10: Suspicions

Chapter 10: Suspicions 

So, what would you do if you were being chased through an abandoned city by a minotaur, a centaur, a chimera, a snake with a human head, a giant bat, a monstrous green blob, a monstrous blue blob, a masked guy with a chainsaw, a flaming hawk, a pie man, a kitty with a giant spiked barb on its tail, and some sort of pink thing made up entirely of long tentacles?

Run? Fight? Hide? Scream? Hope to wake up from the nightmare before its too late?  
For Odd, Ulrich, and Yumi, there was going to be no awakening, because although they were being chased by Nightmares, they were not asleep.

"What do we do what do we do what do we do!" Yumiyelled frantically, as the war cries of the Nightmares echoed behind them.  
Odd turned around and fired an arrow straight into the head of the masked chainsaw wielding man. His head simply ceased to exist, and the body fell to the ground, twitching madly.  
"They're scary, but they're not invincible!" He said.

Yumi, somewhat heartened by his statement, hurled one of her fans backwards. It pierced the membrane of the blue blob, came out the other side, and then returned to her. The blob started leaking fluid, until it was just a floppy skin lying on the ground.

The centaur responded to the attacks by notching an arrow to its bow and letting it fly, narrowly missing Ulrich's head. Another one flew past his left side, then one nicked the top of the hair bun on Yumi's head. Odd fired his own arrow back at the centaur, and the effects were similar to what had happened to the chainsaw man.  
"But this will get us nowhere!" Ulrich shouted. "We have to find Aelita, find the pulsations, and get out of here! But where in the world is she?"

-----------------------  
At present, Aelita and Mr. Puck were walking down a wide street. They had just passed what seemed to be a very large hill, ringed by a high wall and with several buildings on top of it. Several roads led up the hill to the complex on top. The sides of the hill aside from the sloping roads were sheer rock.  
"The citadel." Mr. Puck had said, simply, when Aelita asked about it. "It contained the main government buildings of the city, and was also a fortress that the people could retreat to if the outer wall of the city was ever breached."

They stopped at a large but low building on the side of the street.  
"We can take a shortcut through this building. While we're inside, I want to show you something."  
They went through the doors, and the first room they were in was a lobby, with one big double door on the far end and another small door over to the left. There were signs that there had been a lot more in the room at one point, but it was all gone now. They took the small door to the left, and found themselves in a small hallway, with another door on the other end. A big padlock lay on the floor next to the door. Mr. Puck pushed the door open.

The room they entered was bare except for a large chest on the other end.  
"Mr. Puck, there's no exit to this room."  
"I know. We'll make one. First though, I want to show you something."  
He Lifted the lid, and Aelita nearly had to shield her eyes from the light of what was inside. The chest was filled to the brim with gold coins and jewelry.

"Uh... wow." Aelita said.  
"Yup. If I ever get out of here, I'll be a rich man." He said with a smile.  
"Wait. What do you mean _if_ you get out of here? I'm sure I can get Jeremie to materialize you." She said kindly.  
"It's not that simple, Aelita." He said sadly, with a sigh. "You have to realize that I am basically a scrap of memory which has been given a digital form. I have no body to return to. No materialization program Jeremie can devise will work for me. I am not human, digital or otherwise."

Aelita realized this with certain understanding that chilled her to the bone. She looked at the ground with sadness in her eyes.  
"But... there is a way." Mr. Puck said.  
"What? What is it?"  
"_You_ hold the key, Aelita. The barrier between the real world and Lyoko is a locked door, and you and your friends have simply been coming under it. You have the power, Aelita, encrypted in your memory, to unlock that door, and then anything, human or otherwise, can come through. Only then will I be free."

Instead of being happy at this, for the first time Aelita became suspicious of her new friend. Xana had been wanting something encrypted in her memory for a long time, and what if this was it? She mentally smacked herself. Why had she not considered this? Mr. Puck could be one of Xana's traps, trying to trick her into giving up her memory voluntarily!

If that was the truth, she was in far more danger than it looked like. She had to act like she didn't suspect anything, because if Xana became suspicious that she had figured him out, he would resort to force. At the same time, she had to stall for time, not outright agreeing or refusing, but trying to put up the facade of trying to decide whether it was a good idea. And she had to find the others at any costs, because they were the only ones who could fight the false Puck. Any thoughts of what had happened earlier between them were long gone now.

"I think, Mr. Puck, that its not something to worry about right now. Xana is still on the loose, and I think right now the tower is more important."  
"Very true, Aelita. We'll think about it later, when we can discuss it with your friends. Lets go."  
He took out his key and jabbed it through the wall of the room. The wall collapsed, revealing the room beyond. They stepped through, but not before Mr. Puck, without Aelita noticing, picked up a tiara with a green jewel in the center from the chest and put it in his pocket.

"She seems suspicious." Mr. Puck thought to himself. "No matter. She has the right to be that way. After all, Xana has been trying to steal her memory for a long time. She will capitulate in time."

"Where in the world are they?" Aelita thought. "This is not good. I am completely at Xana's mercy!"


	12. Chapter 11: Realizations

Chapter 11: Realizations 

Aelita and Mr. Puck stepped through the hole in the wall, into a vast chamber on the other side.  
"We can go to the back door of the library to get out of here." He said casually.  
"Library?" Aelita asked.  
"Of course." He gestured. The room was filled with rows and rows of shelves, with the books still on them. Light filtered through a decorated glass dome that was on the ceiling.

"This is where I got all the knowledge I have of this city. This place contains all the books written by the people of this city, and a good deal of books written before the founding too. Its pretty well preserved compared to the rest of Arcotopolis."  
"Did you read all of these books?" Aelita asked, astounded.  
"Not exactly. They're books, but they're still digital books, so I was able to download the information in them. Anyway, we'd better get going."

They walked quickly between the rows of shelves, until the came to some large glass doors at the end of the library, with the street visible through them. There was some other things, too, standing next to the ends of the shelves.  
"Hey... what's this?" Aelita asked, going over to one of the several identical things, which was a small screen mounted in a pedestal.  
"It looks like an interface to me. But it probably doesn't work anymore." Mr. Puck said impatiently.

Out of pure habit, if nothing else, Aelita put her hand to the interface. Amazingly, it flickered to life, displaying a colorful screen featuring information about the library.  
"Ok... so it does work." Mr. Puck said, a little amazed himself.  
Aelita began to touch various buttons on the interface, and before long, she had come to a search function. She typed the first thing that came to mind into the search bar; "monsters."

She pressed search, but nothing happened.  
"See. It doesn't work. Lets go." Mr. Puck said.  
"No, wait! Something's coming!"  
A low whirring could be heard, and soon a small robot, attached by a metal bar to the ceiling, came whizzing toward them. It held a small stack of books in its two mechanical arms. It deposited them on a table next to the interface, then whizzed back into the depths of the library.

Aelita took the first one from the stack. The title was _Gods and Monsters of Aryokan Mythology_., by Arnold Sakman. It had a red and white black picture of a muscular man in armor fighting a three headed bird on the front. Aelita put it down, uninterested. The next one was more interesting. It was called _Your Friendly Field Guide to Monsters and Other Dangerous Wildlife_. by Aiyana Ioto. It had a picture of a Krabe on the cover, without the familiar symbol on the shell. Aelita wondered at this. Did it mean that the monsters they fought on Lyoko existed outside of it, and outside of Xana's control?

She opened it, eager to find out more, but she was badly disappointed. The pages were so worn with age that she couldn't read a thing, only barely recognize some familiar creatures, as well as a good deal of unfamiliar ones, as she flipped through them. She picked up the final book in the pile. It was called _The Zenop University Encyclopedia of Viruses, Bugs, Worms, and Other Digital Monsters._ It didn't seem to have an author.

Aelita flipped through it quickly. It seemed to be in relatively good condition. She stopped at a familiar figure printed on the page, and stared.  
It was a silver sphere, with a wide eye. Below it was some text, and as she read it, her blood began to run cold.

_Name: Solanumus Nitamus Size: About 1' by 1'. Floats in midair.  
Threat rating: 4/10 Lifespan: Immortal until killed.  
Combating: Any form of conventional weaponry. No anti-virus to date._

_Commonly called "dream orbs", these viruses usualy roam in packs of ten to twenty individuals, although lone orbs may be seen scouting. They have the ability to instantly hack into a persons mind, read it, and then use their shape shifting ability to transform into anything in that person's memory or dreams. Usually, the form they take is of a person's greatest fear or worst nightmare, although they may take other, friendlier forms to trick their victims._

_The most significant display of this virus' power came in the form of the West Edonia rampage, when an army of nearly 500 orbs went on a crusade through nearly 100 virtual worlds before disappearing into uncharted territory. An army of this size would not be possible given the virus' clan behavior without a leader, which came in the form of Robert E. Markan, who tamed the viruses, and in the process acquired all of their powers. He abbreviated his name as R.E.M, after the human sleep cycle._

Aelita read all this, and slowly, everything began to fall into place. The threat rating for this virus was only 4/10... for a normal infestation. The army the book spoke of wiped out nearly 100 virtual worlds before disappearing into the unknown... they must have found Arcotopolis! They drove the people out, and now they were still in the city, presumably with their leader, Rem.

And Mr. Puck... he wasn't one of Xana's traps; he was one of the viruses! No wonder he claimed he didn't know why the city was abandoned! And where had he been leading her all this time? Certainly not toward the city gates!

Another thought struck her. She was currently in the company of only one, begnin virus, but her friends were out there somewhere in the city, with perhaps hundreds more of these nightmare creatures, and they probably had no idea of what terrible danger they were in.  
"Ready to go?" Mr. Puck asked, unaware of what she had found.  
"Uh.. yes, of course." She said nervously.

They exited the back door of the library. They were standing outside on the steps when they heard a distant scream, one that was terribly familiar to Aelita. All thoughts of the danger she was in fled from her mind as she visualized her friends being attacked by hordes of Nightmares.  
"YUMI! ODD! ULRICH!" Aelita screamed, and before Mr. Puck could do anything at all to stop her, she was off and running.


	13. Chapter 12: Reunion

Chapter 12: Reunion 

"Aelita! Wait!" Mr. Puck shouted, as Aelita dashed away from her. "Oh, shoot. Perhaps she's not quite as loyal to me as I thought she was." He took off running after her.

Aelita ran as fast as she could, heading for what she thought was the source of the scream. It had been very far away, and she hoped that she wasn't too late. Down the streets she ran, heading toward the sounds of fighting in the distance. She was stopped in her tracks by a familiar hissing sound behind her.

She turned around, only to see three Krabes and the Scipizoa, floating behind them.  
"Oh no... they found me!" Aelita thought frantically, before a laser shot from one of the Krabes flew at her. She ducked out of the way and then started running again. The Krabes chased her, firing lasers, trying to slow her down so that the Scipizoa could catch her.

Aelita's legs pumped furiously, as she looked behind her in panic.  
"Oh... I wish Jeremie could get a vehicle for me right now!" She thought to herself. "Well," a little voice inside of her said, "Why don't you just use one of the ones that are already here?"  
Aelita looked left and right, and saw an overcar ahead of her, parked by the side of the road.

The last time they had tried to work one of the overcars, it hadn't gone so well. But the interface in the library had proved that not everything in this city was too run down to be used. Perhaps this one would work. In any case, if she didn't do something soon, then Xana's monsters would catch her for sure. Even now, they were making their way down the street, coming closer every second.

She pulled the car door open, sat down, and then realized that there were no controls. Just the button that turned it on and a bunch of readouts. There was nothing resembling a steering wheel, or a gas pedal, or even a radio. Aelita pressed the on button anyway, hoping something would happen. And something did. the readouts lit up, just like last time, but instead of exploding, the car released three metal tubes with some sort of suction cup on the end from a hole over the dashboard, which attached themselves to Aelita's head. She felt her mind connect with the overcar's systems instantly.

A neural interface. Of course. If they could speed up time for themselves, then they could do this.

She motioned the overcar up into the air, then forward. It shot off, almost as fast as the Sector 5 transporter, down the streets, with Aelita whooping with joy inside the pilot's seat. The Krabes stopped and stared at the retreating object in dismay, somewhat like the way Wile E. Coyote stares when he first sees the roadrunner speed off. Their thoughts were interrupted by rapid footsteps behind them. They turned around to see Mr. Puck running toward them.

He flipped right over the Scipizoa, landed on the first Krabe, and then threw his giant key at the Krabe next to the one he landed on. It exploded, and the key flipped back to him, and he promptly did the same thing to the Krabe on the other side, before stabbing his key into the back of the Krabe he was standing on. The Scipizoa backed away in fear, but Mr. Puck ignored it and ran onward, chasing Aelita, cursing his luck as he went.

---------------------  
Jeremie listened closely to what Xana was saying, but he could only understand half of the conversation between the evil AI and his memory-sucking minion.  
"Uh huh... I see. Ok. What? Ok. Don't worry. I can see a shortcut. You'll arrive at the kids at about the same time as Aelita. I'll send you some more Krabes. What? Oh... Yes, I saw who your attacker was, and I don't believe it either. We'll worry about it later. Xana, out."

Jeremie just looked at the clone of him sitting in the supercalculator chair. Was he actually hanging his head in frustration?

---------------------  
Mr. Puck had also found the shortcut, and was angrily heading toward the battle between Yumi, Ulrich, Odd, and his Nightmares, determined to take Aelita back, by force if necessary. But Aelita was not worrying about Mr. Puck anymore. She had all the speed she needed now. The sounds of battle were coming closer, and then, suddenly, she was there. Her friends were fighting with a host of monstrous creatures, which all turned at the sound of the overcar making the scene.

"Slow down!" Aelita commanded the car, but nothing happened. It dawned on Aelita that though the propulsion system might be working, the brakes might not be. She ripped the tubes from her head, threw the car door open, and jumped out, just as the car flew right into the monstrous green blob, destroying both car and Nightmare instantly.

Aelita lay on the ground, panting heavily at her narrow escape. She looked up to see what was happening. Ulrich was dueling furiously with the minotaur, sword clashing against axe, as they ran and battled around the square. Odd was firing arrows at the giant bat, which was flying about overhead, occasionally swooping in in an attempt to bite Odd's head off. And Yumi was throwing her fans over and over again at the pink tentacled thing, the fans cutting off tentacles with every attack and Yumi herself dodging the tentacles that were left, trying to keep them from grabbing her.

"Guys!" Aelita cried. "Over here!"  
They all turned at the sound of her voice.  
"Aelita!" Ulrich shouted, obviously glad to see her, which was, thankfully, a great change from his mood when she left him.  
"Hold on, princess, we'll be right with you!" Odd said, as he fired two arrows straight into the eyes of the giant bat. It screamed a giant bat scream as its head disappeared. The body fell to the ground, where Odd kicked it into the mouth of the giant snake with a human head, which started choking to death.

Aelita was watching the battle, fascinated, when two hands clamped around her mouth and pulled her backward into an alley. Mr. Puck, with Aelita in tow, jumped up onto a large balcony extending from the side of a building overlooking the square.  
"Aelita! He said, in a pained voice, while putting his hands on her shoulders. "Why did you do that? You put yourself in incredible danger by doing that!"  
"You can drop the act, Puck! I found something very interesting in one of the books of the library. Now I look at the creatures my friends are battling down there, and I look at you, and there is no doubt in my mind what is going on. You can't fool me, Nightmare!" She spat.

"What? Aelita, please! It's not like that!As soon, as they are destroyed, we can escape from this virtual prison, and then there will be no stopping us! Those people down there don't like you!" Mr. Puck pleaded.

"You're wrong, Puck," Aelita shot back. "One arguement means nothing. They will always be my friends, and we have been protecting the world from a virus just like you for years now. I will never join you."

"But Aelita-"

She smacked him. Hard.

Mr. Puck looked stunned, then hurt, then furious.  
"Insolent child!" He shouted at her. "All you had to do was entrust me with your secret! Then we could have ruled the entire world, together! But your stupid friends are too important to you!"  
He stood in front of her, heaving. "But your feelings will not get in the way of me getting what I want! I have an entire army of dream orbs at my command!"

Aelita felt like she'd been hit. "They all obey you? But that means that you're... you're..."  
"Rem?" He finished for her. An evil smile spread across his face. "Yes, Aelita. I am the leader of the Nightmares. And like I said, I will get what I want regardless of your feelings. Minions! To me!"

With that, ten orbs flew over the building and settled on the balcony behind Mr. Puck/Rem. They instantly transformed into ten figures that were all too familiar to Aelita. Nine Nightmare-wolves, growling angrily, and a Nightmare-Scipizoa, the eye of Xana replaced with a blinking, human eye.  
Rem came forward and took the tiara from his pocket, placing it gently on Aelita's head.  
"It looks gook on you." He said with a sneer. "Come forward, my new Scipizoa! If she does not want to give us her memory, we can always take it from her!" He paused to give Aelita a filthy, triumphant look. "And then we'll give her some new memories, ones where she likes me a little better!"

Ulrich had finally gotten the best of the minotaur. Yumi had cut off most of the tentacle monster's tentacles, and had sliced apart the spongy core. Odd had shot an arrow into the heart of the flaming hawk. Only a few of the original twelve Nightmares were left.  
But when they heard the scream, they knew that the battle was far from over.


	14. Chapter 13: Night Falls on Lyoko

Chapter 13: Night falls on Lyoko 

"No!" Shouted Aelita. "I don't care if you control 5 _million_ Nightmares! You can't just make me love you!"  
"Then you think wrongly!" Rem shouted back at her. "I destroyed every human in this city! Do you think that I am going to let your emotions get in my way?"

Aelita backed away again, horrified.  
"You destroyed them? All of them?"  
"What? Did you think they got away somehow? Do not delude yourself. Unless some escaped without my knowing, then they all died over 200 years ago."  
"You monster!"  
"Yes, I am a monster, and proud of it. Take her, Scipizoa."

The Nightmare-Scipizoa did not hesitate to obey. Aelita backed up more, trying to get away from it, but before she could run anywhere, the fake monster took her in its tentacles and started to drain her memory, just as easily as the real one would. Aelita felt the familiar feeling of empty-headedness overtake her mind, and her vision went back as information flowed through the tentacles into the Scipizoa's head.

---------------------  
Xana was surprised by the window showing Aelita's memory, popping up on the screen.  
"Ha hahahaha! The Scipizoa has already started on its task. Excellent!"  
But when he looked at the holomap, he realized that the Scipizoa and its escort of nine Krabes was still nowhere near Aelita.  
"What is the meaning of this! Give me a visual!" He ordered the computer.

The visual popped up, displaying in vivid color the building and the balcony where Aelita was, in the embrace of A Scipizoa-- But not his Scipizoa. They were surrounded by nine wolves, as well as what, in all appearances, was the living version of Mr. Puck, Aelita's doll, who had attacked the three original Krabes traveling with the Scipizoa. But Xana had long since figured out that appearances could be very deceiving.

Yet it was obvious that this other Scipizoa was sucking out Aelita's memory. But why? Of course. The same reason he wanted her memory. Another virtual being wanted to get the keys to Lyoko, to escape the supercomputer, and to take over the world.

Xana sat there, stunned for a few moments as the unthinkable happened. Enemies he could handle, but he had never stopped to consider this. Could he handle a rival?  
Xana thought about this a second more. Then he completely flew off the handle. He would not let anyone compete with him for his prize.

"KRABES! STEP ON IT! DESTROY THOSE WOLVES, AND GET RID OF THE OTHER SCIPIZOA!"

--------------  
Only the chimera, the pie man, and the cat with the spiked tail were left now. Ulrich, Odd, and Yumi faced them, on either side of the square.  
"Go! Help Aelita!" Ulrich shouted at the other two. "I'll handle the Nightmares with my clones."

Yumi and Odd ran off, heading toward the building where Aelita was being held on the balcony.  
"Triplicate!" Ulrich said, as another Ulrich sprang out of each of his sides. The first one ran over the chimera, jumping up to avoid the flames that erupted from the head of the snake that made up its tail, before slicing the creature's head off.

The original Ulrich leaped to the side to avoid a flaming pie that the pie man threw, then supersprinted forward to slice the creature into many small easily-served-for-desert pieces. Meanwhile, the last Ulrich sliced off the evil cat's tail, then picked it up and smashed the animal with its own barb.

Yumi and Odd dashed toward the building, the Nightmare-Scipizoa's form easily visible from where they were. Their run was stopped by the sounds of laser fire. The Krabes had walked right up the sloped surface of the building on the other side and were now walking over the peak and firing down at the Nightmare-Wolves on the balcony.

The wolves immediately leapt up, engaging the Krabe's in combat, trying to avoid the laser blasts and attempting to bite through the Krabe's legs with their powerful jaws. The real Scipizoa also floated over the building's peak, floating down in front of the fake and grabbing Aelita's legs, pulling her to and fro in a tug of war between squids.

"You think that you can try to take her from me, Xana?" Rem shouted, shaking his fist at the sky. "You feel pretty safe, sitting up there in the lab, knowing everything that's going on down here, don't you? Well, I'll knock you off your perch!"  
He formed a black energy ball between his hands, smiling evilly. He launched it into the air, and flew out of sight.

It flew out of Arcotopolis in seconds, then off the plateau, even before the Bloks stationed at the city gates could look up to see it. It flew straight into the activated tower without any resistance, and the aura around it turned from bright red to pitch black.

-------------------  
Xana felt the loss of power that came with the losing of control of a tower almost instantly. The polymorphic specter that he had control of and provided him with an earthly body could no longer maintain its structure and its presence on Earth. Screaming curses at Rem, Xana flew out of the chair, into the wires overhead, while the electric bonds holding Jeremie dissolved.

------------------  
"Ha! Do you see my power now? Now, let night fall, I say!" Rem shouted.  
Slowly at first, then faster, blackness spread from the activated tower into the sky, turning it as black as night. The city was thrust into dark twilight, as the artificial moon, that Rem created in the sky to go with the Desert's newfound night, bathed the city in its light.

"Great." Odd said, looking up at the sky. "Just when I thought things couldn't get any creepier around here."  
"From the way the Krabes and Wolves are battling each other, it looks like they will completely destroy each other." Yumi said. "C'mon, now's our chance!"

Rem looked up at the two battling Scipzoas with disapproval, but confident that his monster would win. He noticed, to his amusement, that black pulsations were now coming from beneath his feet, moving out of the city in their steady rhythm.

He was surprised to see several arrows fire into Xana's Scipizoa's head, and a fan slice through the tentacles of his own Scipizoa. Yumi and Odd leaped up onto the balcony. Before Rem could draw his weapon, Odd ran up to him and kicked him over the edge of the balcony. Hefell hard and fast, landing with a thud. Odd drove away the Scipizoas with his arrows, while Yumi helped Aelita up.

"You okay, princess?" Yumi asked.  
"I think so." Aelita said, rubbing the side of her head.  
"It was a mistake for that guy to take the tower from Xana. The pulsations come from him now, and we won't lose them again. Lets get Ulrich, and get out of this crazy city before we completely lose our minds!"

They jumped off the balcony and ran over to Ulrich, who was battling with a bunch of Kankrelats that had showed up to give the Krabes a hand. With Yumi and Odd joining in, it was over in seconds.  
"Aelita! You're safe!" Ulrich said, pulling her into a friendly hug. "Listen... I'm sorry about what happened earlier."  
"Don't worry. I understand, Ulrich. I forgive you." Aelita said.  
"Hate to interrupt your hasty apologies, but we've still got to escape!" Odd said, almost panicked.  
"Right. Lets go." Ulrich said.

They ran off, toward the city gates, following the pulsations. Rem got up, rubbing his head, just in time to see them go. He immediately flew into a rage. Then he sent a telepathic message to all his Nightmares, all over the city.  
"TARGETS ARE ESCAPING! STOP THEM AT ALL COSTS!"


	15. Chapter 14: King of the Nightmares

Chapter 14: King of the Nightmares 

Jeremie got up, rubbing his body, which was sore from being tied up for so long in such an uncomfortable position. He went over to the computer, sat down, and began to examine the readouts on the screen.

He immediately became confused. The holomap showed Odd, Yumi, Ulrich, and Aelita running through what was clearly a city, pursued by a large number of solid silver circles. There was also a fifth triangle on the screen, but it was colored a menacing red, as opposed to green or yellow. A large number of Xana's Bloks stood outside the city gates, and the superscan showed an activated tower, but maintained that Xana was not controlling it. Jeremie had no idea what to make of it.

But there was another window on the screen, with text typed on it. He began to read it quickly, and realized that Xana had been taking notes on the situation before he lost control of the tower. He scanned the notes rapidly, taking into special account what the monsters had observed of the orbs' shapeshifting abilities, and guessed that that was what the silver circles on the screen represented. His thoughts wandered to his friends, and realized that they were probably very worried about him. He started speaking into the mike.

"Guys!" The voice came from above. "Are you alright down there?"  
"Jeremie?" Yumi shouted as they kept running, following the pulsations and hordes of Nightmares following them, in a mixture of disbelief and relief.  
"I'm back. How are things going?"  
"Well, Einstein," Odd said, "Its a reeeeeaaaaaaalllllllly long story. But right now, we're being chased by the army of some evil virtual bad guy, and WE COULD REALLY USE SOME HELP!"  
"I've got the situation under control, sort of. I'll get you some vehicles to help you outrun those Nightmares. And I'll see what kind of data is in the tower that that guy activated."  
"The nightmare leader's name is Rem!" Aelita blurted out, to clarify that information to the others.

Jeremie turned to another screen on the computer and activated an analysis program on the activated tower. It mainly contained a corruption virus for the materialization program. Xana had put that there. But Rem had put something else in too.  
"A materialization program?" Jeremie said, scratching his head. He shrugged and went ahead with programming the vehicles.

-----------------  
Rem stood on the balcony he had been knocked off not too long ago. Things were under control. The tower was under his control, changing the desert's day to night, increasing the strength of his minions. The kids were fleeing, but the Nightmares were catching up to them, and soon they would be just like all the others he had killed; reduced to mindless and bodiless babbling voices, doomed to stay in his city for the rest of Lyoko's existence. Soon he would have Aelita back. There was just one more thing that needed to be taken care of.

Next to him was a single dream orb. At his signal, the orb devirtualized, turning transparent blue before disappearing completely. That human in the real world had quite a surprise coming to him.

-----------------  
The overwing, overbike, and overboard materialized in front of Yumi, Ulrich, Odd, and Aelita, who vaulted onto them effortlessly. The three vehicles and their passengers sped off. Aelita dared to look behind them.

The entire monstrous host was charging along the road behind them. Ogres, imps, giants, trolls, blobs, animals, people, robots, and many things humanity had no name for, ran as one mass behind them, eager in their thirst for human blood. Aelita cringed at the sight.

"Faster!" She urged. "They're still gaining on us!"  
"I've got it floored!" Ulrich said from his seat in front of her. "But the pulsations are getting stronger, which means that we're getting closer to the tower. We're not out of the city yet, but we will be soon."

Ulrich was right. The red, rusty wall that encircled the city was getting much closer. They were riding along a very wide street, the pulsations going right down the middle. Then they could see the gates, the sand of the desert contrasting greatly with the paved streets of Arcotopolis. They sped through the gates, and stopped.

There, in front of them, were a t least 150 Bloks. The kids' exit from the city had alerted all of them, and they were all staring at the kids now.  
"You've got to be kidding me!" Odd exclaimed. "We get through all that, only to be faced with this?"

They retreated behind the walls of the city as hundreds of laser beams cut through the air, nearly searing them with their heat.  
"OK. We can fly over the Bloks." Ulrich said. "They can't fire upward very easily. And maybe they can delay the nightmares for a while. Who knows, they might even win."  
"Got it." Yumi replied.  
"This had better work, Ulrich. I want to live to see you and Yumi kiss again." Odd said, earning furious blushes from both of his friends.  
"What?" Aelita asked.  
"I'll explain later. C'mon, lets go team!" Odd said in a mock impression of Sissi's cheerleading.

They flew out from behind the wall. Laser fire erupted from the ranks of Bloks below, but those were dodged and soon they were flying high overhead, where the Bloks couldn't reach them, heading for the black tower in the distance.

------------------  
Rem watched them go with distaste. Xana's bloks had done little to slow the kids' progress, and if they managed to deactivate the tower, then they could flee back to the real world, where he couldn't reach them. It was time that he put his plan into action.

The dream orb that had been devirtualized had arrived safe and sound in one of the scanners. Rem opened it now, and the silver sphere floated out, its one eye opening to examine its surroundings. It could sense the consciousness of the mind above, and it read Jeremie's mind with little effort. It selected something had dreamed about when he was just a little kid, after reading a book on medieval history. The sphere morphed.

In its new form, the nightmare pressed the button to call the elevator. It came down and opened, and the materialized monster stepped in, pressing the button for the lab. Jeremie heard the elevator doors open a short while later, and gasped at what he saw.

Standing there was a figure at least 7 feet high, in a rusty suit of armor. It had no face, but two glowing red eyes stared at him from beneath the dark knight's helmet. From behind its back, it drew an iron sword, stained red with blood. It strode over to Jeremie and brought the weapon down.

Jeremie dove out of the way as the weapon cleaved the chair he had just been in in half. Dashing around the Nightmare, Jeremie ran into the elevator, frantically pressing the button to make it rise. The doors closed on the Nightmare, and the elevator rose up to the ground floor, with Jeremie in it. He stood against the back wall, breathing heavily, knowing that the monster wouldn't be delayed for long by the trick.

--------------------  
The Bloks soon saw the advancing horde, and they prepared for battle. The Nightmares far outnumbered them, but the majority of the Nightmares did not have ranged weapons. The strategy Xana had given them was simple. They were to start firing as soon as Rem's army was in range. The gate would act as a bottleneck in which the nightmares would be scrunched together and unable to maneuver. Add to that the fact that the other 150 Bloks that had been sent to guard the other city gate were coming through the city to join the fight and trap the Nightmares, it seemed like there was no way Xana's forces could lose. As for the kids, well, the tower was no longer controlled by Xana. Let them deactivate it if they wanted to.

But the Bloks had yet to see the ferocity with which Rem's minions fought. As soon as the creatures were in range, the Bloks started firing, and the Nightmares started going down. but more took their place, completely undaunted by the falling of their comrades. The Nightmares exploded through the city gates, and started literally tearing the first Bloks they encountered to shreds. The Bloks were taken aback by their ferocity, but then started counterattacking with a ferocity to match.

Lasers and other projectiles flew across the battlefield, as monsters and nightmares alike fought and destroyed each other. It was quite unlike any battle earthly armies had ever fought, but there were no spectators for this awesome event, save the commanders of the opposing forces, and Rem was not pleased at what he was seeing. Despite the prowess of his minions, Xana's strategy was working. He wasn't a superinteligent AI for nothing. His ranks were steadily being depleted as they hurled themselves against the Bloks, and from where he was standing, he could see Xana's second wave marching through the city unopposed.

And what about the kids? Those vehicles that had appeared out of nowhere were bringing them to the tower fast. There were no nightmares available to stop them. How would he get the power to do the impossible? Of course. The tower. He reached out with his mind and drew power from the tower.

--------------------  
The vehicles landed behind a rocky outcropping a short distance from the tower. Yumi, Odd, Ulrich, and Aelita peered out from behind the rock, but none of Xana's or Rem's minions were in sight. It was completely unguarded. In the distance, they could see the Bloks, finishing off the rest of the Nightmares and, they imagined, congratulating each other over the victory.  
"It's all yours, Aelita." Odd said as they approached the tower. "Deactivate that thing and get us home."

They were completely unprepared for what happened next.

A dark column of evil energy erupted from the city in the distance, still visible through the gap in the rock walls that ringed the city's plateau. It rose high into the atmosphere. The Bloks looked up at it and started firing, only to completely disintegrate as the dark column's power swept over them.

The kids looked up at it in horror as the dark energy swirled about in the air, then crossed the distance from the city's plateau to the tower's plateau intwo seconds flat. It settled in front of them, and then took a familiar shape, the sole but very powerful guard of the tower.

"_You shall not pass!_" Rem screamed at them.


	16. Chapter 15: Return of the Creature

Chapter 15: Return of the Creature 

Jeremie ran out of the factory, into the night air. 4:00 am, the supercalculator screen had said before he had left. It was still very dark out, the only light coming from some streetlamps across the river in the industrial area and the stars and moon overhead. And, of course, the two pinpoints of red light that appeared in the factory entrance belonging to the Nightmare that Rem had sent to the real world.

Jeremie ran across the bridge and down the manhole. He scootered back to the school as fast as he could, and took refuge in a tree in the park, hoping that Aelita would deactivate the tower soon, and that the Nightmare wouldn't find him. If it did, then it was all over for him.

-----------------  
Yumi, Odd, and Ulrich put their weapons in a ready position, while Aelita stood behind them, unafraid of the virus who had kept her as an unknowing captive until recently.  
"We got away from your army." Ulrich said to Rem bitterly. "What makes you think that you can beat us?"  
"Dear child, I do not think I can beat you. I know I can beat you. I have destroyed hundreds of brave warriors just like yourselves all by myself." Rem said, while at the same time readying the sneaky trick he planned to use.

"Then let's go!" Odd shouted at Rem, and without waiting for an answer, fired a barrage of arrows at Rem. Quick as lightning, Rem pulled out the giant key he used as a weapon with one hand and used it to block the incoming arrows. With the other hand, he fired a bolt of black energy at Odd. Odd dived out of the way, but instead of passing by him, the bolt of dark energy followed him, moving much faster. It struck Odd in the center of the chest. Odd prepared himself for the momentary pain that came with a loss of life points, but it didn't come.

The dark energy seemed stuck on his chest, pulsating slightly. Odd stared at it, wondering what happened next. Without warning, the dark energy spread, enveloping his entire body.  
"ODD!" Ulrich shouted, but it was already too late. The darkness grew and formed into a cylindrical shape. The energy solidified into a clear black tube, with Odd inside it.  
"What the...?" Odd said, tapping the inside of his new prison. "Hey! HELP!"

Ulrich ran over and started hacking at the cylinder with his sword, but it did no damage whatsoever.  
"Fool. You'll never get him out that way." Rem said.  
The only reply was a pair of fans which sliced their way through the air. Rem didn't react quickly enough. Each fan hit him, going right through him and returning to Yumi. There was no visible wound, but Rem started sparking with electrical energy the way they did when they lost life points.

Rem clutched the affected areas, grimacing.  
"You'll pay for that." He said darkly. He unleashed another bolt of energy at Yumi, who dodged it. But she didn't expect the bolt to boomerang back to Rem, and when it did, it struck her square in the back of the head. Like Odd, she was soon enveloped in a clear black cylinder.  
"NO!" She shouted, pounding her fists on the inside of the tube.

"You lose, children! These cylinders are unbreakable, and once you, Ulrich, are imprisoned, Aelita will be all mine! I've got one bolt left, and one target." Rem said, looking at Ulrich in triumph. "And I don't miss."  
Rem fired.  
Ulrich stared at the incoming bolt, knowing that he couldn't dodge it, and doubting that his sword could block it. He braced for impact, just as a figure jumped in front of him and took the force of the blow.

Aelita rolled on the ground, dark energy sparking on her chest. It enveloped her, and soon she was trapped in a cylinder like Yumi and Odd. But she merely gave Ulrich a thumbs up, with a smile.  
"What?" Rem said in disbelief, trying to take in what had just happened. "NO! This can't be!"  
"What's the matter, Rem? All out of cages? Looks like you won't beat us so easily!"

There was a momentary silence, as Rem stared at Ulrich with hate in his eyes.  
"Yes. All out. But that doesn't mean I can't beat you." He said, before charging at Ulrich, waving his weapon in the air.

Ulrich raised his katana, and there was a loud clank and sparks flew as the key and the sword clashed together. Rem and Ulrich dueled furiously around the tower, parrying, thrusting, each trying to get the other by surprise, while the others, still trapped, cheered him on.

They returned to their starting positions, each sweating with the effort it took to engage in combat. Their stillness didn't last long. Rem charged at him, bringing his key down hard, eager to cleave Ulrich in half. But Ulrich merely smiled, and then did something totally unexpected; he dropped down and kicked out with his foot. Rem tripped over, and as he fell, Ulrich grabbed the key from his grasp. He kicked Rem away from him, now holding both their weapons, and with that, it looked like Ulrich had won.

Rem got up slowly. He looked at Ulrich, first with anger, then with amusement. Slowly at first, then faster, he started laughing hysterically, while Ulrich watched him, wondering if Rem had just lost his already twisted mind. No such luck.

"You think you've won?" Rem said, a grin on his face. "You forget that I'm a shapeshifter, just like my Nightmares. I've held the form of Mr. Puck for a long time now, but its time to change. And I have just the form to take on for you, Ulrich."  
He raised his arms in the air, and then he turned silver in color. He lost his form, and he became a silver puddle on the desert floor before transforming again.

The mass pulsated upwards, forming silver legs, then a torso with twenty arms. A gaping hole appeared in the front of the mass, and the last thing to form was a misshapen head. It turned to its natural colors, just as a hundred eyes opened on the milky white mass of the head. Poison dripped out of the hole, which turned out to be a gaping mouth with many sharp teeth. The twenty arms clenched their claws into fists.

"Do you recognize me, Ulrich?" Rem said.  
"No... no... YOU CAN"T BE REAL!" Ulrich screamed, as he stepped back from the creature that had plagued his dreams for weeks, and every shred of courage left him.  
"You had better recognize me! I want to savor every moment of your terror. Now, fight me!"

Rem's twenty clawed hands flared, and twenty huge swords appeared, one in each hand. The towering form brought them down, swinging and swiping at Ulrich. Ulrich, who was only armed with his Katana and an oversized key, barely survived the first strike, as the twenty swords crashed down around him and on his two resisting weapons. Rem advanced, bringing each of his arms down one by one, as Ulrich desperately parried the blows.

Ulrich found himself by Yumi's cylinder. He fell to one knee, panting heavily, all strength gone.  
"Ulrich! You can't give up! Please! You're the only one who can save us now!"  
"Its no use, Yumi." Ulrich said tiredly. "I can't fight him. He's too strong."  
"I believe you can do better than that, Ulrich. The only way to get rid of your nightmares is to fight them head on. Do you want that ugly face to be the last thing you ever see?"

"Touching scene." Rem said, grabbing the two's attention. "But utterly useless."  
Rem charged at Ulrich, but the Lyoko warrior had been heartened by Yumi's words. He ducked the swinging swords, and then thrust upward with the key and the katana, each one taking off one of Rem's twenty arms. Rem howled with pain, then lunged at Ulrich with his remaining weapons. Ulrich stepped on one of the severed arms, which caused the sword still clutched in the claw to swing upward and block the incoming blades.

Ulrich saw his chance. He dropped both his weapons, grabbed the giant sword with both hands, and thrust it straight into the gaping mouth hole in Rem's torso. It pierced the other side, and Ulrich pulled it out and slashed more of the other arms off before jumping away.

Rem had a gaping hole in his belly, straight through to the other side, and most of his arms were cut off. Nevertheless, he charged at Ulrich again, screaming bloody murder, determined to kill him. But Ulrich was ready. Still holding one of Rem's giant swords, he jumped up into the air, and sliced the multi-eyed head clean off.

Rem gave a gargled cry, and what remained of him dropped to the ground, unmoving. For a few seconds, nothing happened. Then, the body simply turned to dust, which was blown away in the desert winds.

--------------------  
Jeremie's eyes widened as the Nightmare came into view, looking from side to side, searching for him. Jeremie gave the slightest of involuntary gasps, but it was enough. The nightmare whirled around and fixed him with its two glowing red eyes. With one swipe of its sword, it chopped down the tree that Jeremie was in.

Rem's cylinders disintegrated, and Yumi, Odd, and Aelita were released.  
"You did it!" Odd said, giving a loud whoop and jumping in the air. Yumi embraced Ulrich, nearly on the verge of tears. None of them saw Aelita run into the tower. She stepped to the center of the bottom platform, the rings of Xana's eye lighting up beneath her. She rose up into the air, towards the top platform.

The Nightmare loomed over Jeremie, who was lying tangled in the tree's foliage. He looked up into the monster's eyes, still glowing red malevolently. It brought the sword down, stopping just inches from Jeremie's face, as back on Lyoko, Aelita entered "CODE: LYOKO" on the panel, and the tower changed from Rem's black to a neutral blue. The red eyes of the Nightmare went black, then it disintegrated.

Jeremie let out a huge sigh of relief.


	17. Epilogue: Sunrise

Epilogue: Sunrise 

Yumi, Odd, Ulrich and Aelita sat on top of the great red sandstone walls that surrounded the plateau where Arcotopolis sat. Their vehicles were parked a short distance away. From where they were, they had a good view of the city. It looked the same as it had when they had first seen it; big, with just the slightest hint of long-gone greatness. The tall, gray pyramids that were the city's buildings looked as dark as ever.

Rem's artificial night was dissipating, and the first sunrise that the desert region had ever seen before and the last one it would ever see again came into being. They had all agreed that it hadn't been a pleasant change when Rem had shrouded the desert in night, but the virtual daybreak that they were seeing now just seemed to make the entire adventure worth it.

They had been sharing their stories of what had happened to them in the city. Jeremie, who at this time was sitting in what was left of the computer chair, able to talk to them, nearly burst out laughing when they told him about the dream influence, and how Yumi and Ulrich had found romance while Odd had found a rock which he thought was his dog.

One person wasn't happy, though.  
"Aelita," Yumi said, concerned, "What's the matter? You should be happy that we made it, right? Why do you seem so sad?"  
Aelita gave a deep sigh.  
"We made it out, Yumi." She said softly. "But what about the Lyokans, the people who lived in that city? I never told you what Rem told me."

Ulrich, Odd, Yumi, and Jeremie waited. They hadn't really thought about what had happened to the original inhabitants, and now they felt really guilty.  
"Rem killed them all. Think about it! It was a disaster!" Aelita continued. "The Bubble made time inside pass faster. We only discovered the city when night on Earth began, and when we did, the city had already been abandoned for two hundred years! Since, while the bubble still existed, there was a century inside for every day outside, it means that Rem's invasion only happened two of our days ago!"

Aelita's friends remained silent, while the horrible truth of what had happened sunk in to them. "We could have helped! We could have prevented this from happening!" She said tearfully.

They sat there on the ledge, looking at the city, their imaginations acting up again. In their own minds, they heard screams, explosions, and the cries of the people as they were brutally hunted down.

Then they heard a real scream. But not a human one.  
Yumi, Odd, Ulrich, and Aelita jumped up, looking for the source, while at the same time readying their weapons, for it was a scream they had heard before.  
"Mantas." Yumi said. It was all she needed to say.

At least twenty mantas were flying in from over the horizon, shadows against the rising sun.  
"Get ready." Jeremie said.  
But the mantas didn't approach them. Instead, they flew over the city, circling high overhead.  
"What are they doing?" Aelita said.

Then the mantas opened small hatches on their undersides, and hundreds of mines started pouring out. They made no effort to fly, but instead dropped right into the city, exploding on whatever they impacted. The mantas kept up a relentless rain of mines, and the effects were obvious. The explosions rocking the city toppled buildings, smashed the roads, and flames jumped high into the air. It was an appalling sight. Soon there was nothing left but ashes and rubble.

"But why?" Yumi said, still looking at the remains with Odd and Ulrich. They didn't notice Aelita hop on the overwing and fly off for the nearest tower.  
"Rem destroyed Xana's army." Ulrich said. "He nearly took whatever it is that Xana wants from Aelita's memory. Xana's not taking any chances that some of the nightmares survived."  
They watched as the mantas flew over the other horizon, screaming in triumph.  
"I guess Xana doesn't want anything to do with the City of Whispers anymore."

-----------------  
Jeremie heard Aelita's request to be materialized from the tower. He entered Code: Earth, and Aelita stepped out of the scanner. A few moments later, Jeremie heard the other's requests to be materialized also. The four of them came up to the lab, unhappy and downcast looks on their faces.

"Guys," Jeremie said, "Before Xana destroyed the ruins of Arcotopolis, I downloaded all the information in the library. I thought that maybe some of the Lyokans' knowledge could help with making the anti-virus. But I found something else."  
"Forget it Jeremie." Aelita said. "Whatever it is, it can't be important right now."  
"Its important all right. Come over here and watch the video I found."

They went over to the supercalculator screen, and Jeremie brought up a window, which began to play the video he had found in the library files. In it, a tall, virtual and disheveled looking man with brown hair and glasses began talking. In the background, he could see a wall with several windows, through which the city could be seen, flames and smoke rising in many places. This is what he said.

"Good evening. I am high minister Racnor of the ruling council of the Arcotopian Republic, making what I believe will be the very last entry in the Arcotopolis archives. For several weeks now, an enemy from beyond, which slipped through our shield undetected, has put the city under siege. Now, Rem and his army of Nightmares has finally broken in.

The city burns even as I speak. The Nightmares are rampaging through the streets, while our civilians run in terror and out troops fight on uselessly, knowing that they have no hope of winning. The only safe place left to us is the citadel, where I and much of the populace are now. Already though, the Nightmares are banging at the gates of the citadel. This is a dark day for Arcotopolis."

The man paused. Up till now, he had been talking darkly, like a man doing a final duty before he died. But now his voice changed.  
"But there is hope for us. We have built a ship, capable of crossing the digital void, much like the one that brought our ancestors to Lyoko, and we have loaded every surviving man, woman, and child into it. In it, we will escape undetected, and Rem will never know that we escaped.

I bid farewell to Arcotopolis now. It is too late to save our city. But we will find a new home. That I am assured. And if anyone from beyond ever sees this tape, then I hope that they will remember the glory that was our city. So long, and good night."

The screen fuzzed out.  
"End of tape." Jeremie said. "Did you see that, Aelita? Rem said he destroyed them all, but he was wrong. And that was only days ago, for them as well as us. They're out there right now, flying through the void, toward a new home. They escaped, Aelita."

For the first time in a long while, Aelita smiled.  
"Thanks, Jeremie." she said, wiping a tear away from her eye. "I... I needed that."

------------------------

The first thing Ulrich noticed was the sky. It was the pale orange that was the usual color of Lyoko's desert region. He got up, and looked around him. He was back in Arcotopolis. The tall, gray pyramidal buildings rose high and silent above him. The streets were empty; no sign of his friends, or even of Nightmares.

"What the heck?" Ulrich said to himself. "Wasn't Arcotopolis destroyed?"  
He definitely remembered the mantas bombing it. Yet here he was. The last thing he remembered doing was going to sleep on Saturday night, the night after the Lyoko mission. It occurred to Ulrich that he must be dreaming again. He prepared himself for the creature's inevitable arrival.

But there was no metallic clanking and the approach of a sleek, black Krabe. Instead, he heard the Whispers. They sounded the same as always. Source less, quiet, and incomprehensible.

But something different was happening now. The Whispers didn't sound sad or frantic, like they usually did. Instead, they sounded happy. And as Ulrich listened, he began to be able to pinpoint individual voices, which had been impossible in reality. The Whispers were becoming louder too. As Ulrich continued to listen, he became certain that he could understand them. The Whispers were actually voices now. "The only thing that's missing is the actual people." Ulrich muttered.

And with those words said, they were there. There was a bright flash of light, and all of a sudden, he was not in ruined, abandoned Arcotopolis. He was in Arcotopolis as it had been before the invasion, when people had actually been there.

Ulrich stood, looking around in astonishment. The streets were crowded with many virtual people, dressed brightly, laughing and talking among themselves. The buildings were no longer dark and bombed out. They had returned to a bright, golden, polished color, reflecting the sunlight. The sky was blue now, as a result of the bubble's color.

There was a festive atmosphere in the air. Balloons were floating everywhere. In the distance, he could hear someone playing a lively tune on the flute. Stands were lined up on the streets, selling things and providing entertainment. This was obviously a great celebration in progress, and Ulrich felt like he was in paradise.

But he had no time to wonder what they were celebrating, for someone was waving to him through the crowd. It was Yumi, dressed in her Lyoko garb, which fit right in with the costumes of the other people around them. Odd, Aelita, and even Jeremie were right along side her, smiling.

Ulrich ran over to them eagerly, and as he linked arm in arm with Yumi, the five friends walked off into the crowd.  
"By the way, what is the celebration about?" Ulrich said.  
"Hail the heroes, defeaters of Rem and saviors of the city!" Someone shouted as they passed by, and the cry echoed around the crowded square, cheers going up as they went by.  
"That answer your question, Ulrich?" Jeremie said.

Ulrich smiled in his sleep. His nightmares were gone at last.

THE END


End file.
